Common use of Financing Issues Clause in Contracts

Financing Issues. (a) If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent shall desire to permit (or not object to) the use of cash collateral or to permit (or not object to) the Company or any 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 Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (i) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed to have subordinated) its Liens on the Common Collateral to (x) 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, subject to clause (b) of this Section 6.01, (y) any “carve-out” or administrative charge for professional and United States trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) 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, (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any 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 (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any order relating to a sale of assets of any Grantor for which the First-Priority Collateral 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 Obligations and the Second-Priority Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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. (a) If Until the Company Discharge of Senior Obligations has occurred, if Holdings or any Borrower or other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale or use of cash collateral or to permit consent (or not object toobject) the Company to Holdings’ or any Borrower’s or other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale or join with or support any third party opposing, objecting to or contesting) such use of cash collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, Agreement and (y) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if a Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrowers’ or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest or join with (or support any third party opposing, person in objecting to or otherwise contesting) such sale, use or lease of such cash or other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, person in objecting to or contestingto) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, person in objecting to or contestingto) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Collateral Senior Collateral, or (ve) objection to (and will not otherwise contest or join with oppose or support any third party person in objecting to, contesting or opposing, objecting to or contesting) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds Proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-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 accordance with this Agreementany 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.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting) such sale, use or lease of such cash or other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivd) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any order relating to a sale or other disposition of assets of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale or use of cash collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Junior Priority Representative, for itself and on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale or join with or support any third party opposing, objecting to or contesting) such use of cash collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Junior Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, Agreement and (y) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting oppose and will be deemed to or contestinghave consented to) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Junior Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Junior Priority Collateral in accordance with 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 other collateral or approving such financing shall be adequate notice.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Parent Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Parent Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Discharge of First-Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding Proceeding, and the if any First-Priority Collateral Agent Lien Secured Parties (or their respective Authorized Representative) or the Controlling First-Lien Parties (or the Applicable First-Lien Authorized Representative), shall desire to permit consent (or not object toobject) to the sale, use or lease of cash collateral under the Bankruptcy Code or to permit provide financing to any Grantor under the Bankruptcy Code or to consent (or not object toobject) to the Company or provision of such debtor-in-possession financing to any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or by any similar provision in third party (any Bankruptcy Law (such financing, “DIP Financing”), then each SecondJunior-Priority RepresentativeLien Authorized Representative and each Junior-Lien Collateral Agent agrees, on behalf of itself and the other Junior-Lien Secured Parties, that each applicable SecondJunior-Priority Lien Secured PartyParty (a) will be deemed to have consented to, agrees that it will raise no (i) objection to (to, nor support any other Person objecting to, and will not otherwise contest contest, the sale, use or join with or support any third party opposing, objecting to or contesting) lease of such use of cash collateral or to such DIP Financing and Financing, (b) will not request or accept adequate protection or any other relief in connection therewith (except to with the extent expressly permitted by the proviso in clause (ii) use of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated such cash collateral or pari passu with such DIP Financing, Financing except as set forth in Section 6.4 and (c) will subordinate (and will be deemed hereunder to have subordinated) its the Junior-Liens on the Common any Shared Collateral (i) to (x) such DIP Financing (and all Obligations relating thereto) on the same basis terms as the other Liens securing the Second-Priority Obligations are so subordinated to Liens securing First-Priority Obligations under Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement, subject to clause (b) of this Section 6.01), (yii) to any adequate protection provided to the First-Lien Secured Parties or the Junior-Lien Secured Parties, (iii) to any “carve-carve- out” or administrative charge for professional and United States trustee Trustee fees agreed to by the Applicable First-Priority Representatives Lien Collateral Agent or the other First-Lien Secured Parties, and (ziv) all agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate protection liens granted to notice. Nothing herein shall prohibit the Junior-Lien Secured Parties from (A) proposing any post-petition financing so long as the First-Priority Lien Secured Parties are receiving post-petition interest in at least the same form being requested by the Junior-Lien Secured Parties or (B) other than with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposingDIP Financing, objecting to or contesting) 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, (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any other request for judicial relief made provision in any court by any holder of Firstpost-Priority Obligations relating to the lawful enforcement of any Lien on First-Priority Collateral or (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any order relating to a sale of assets of any Grantor for which the First-Priority Collateral 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 Obligations and the Second-Priority Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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 Agreementpetition financing.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if Holdings or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) the Company to Holdings’ or any other Grantor to obtain Grantor’s obtaining financing (including, for the avoidance of doubt, from any Senior Secured Party) under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Priority Junior Representative, for itself and on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that it will raise no (i) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and, except to the extent permitted by Section 3.01(a) and Section 6.03, will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority Senior Obligations under the First-Priority Documents are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Junior Priority Debt Obligations are so subordinated to the Liens securing First-Priority the Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) all adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee 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 First-Priority Representatives and Discharge of Senior Obligations has occurred, it will raise no (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (iia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent or any holder of First-Priority ObligationsSenior Representative, (iiib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law), (ivc) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (vd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) 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 First-Priority Collateral Agent Senior Representative has consented (or not objected) that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Junior Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Junior Priority Collateral in accordance with Debt Obligations pursuant to this Agreement; provided, however, that nothing in this Section 6.01 shall prohibit any Junior Priority Debt Party from (a) subject to Section 6.05(b), exercising its rights to vote in favor of or against a plan of reorganization, (b) proposing a DIP Financing to any Grantor or (c) objecting to any provision in any DIP Financing relating, describing or requiring any provision or content of a plan of reorganization.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrowers or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrowers’ or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and, except to the extent permitted by the proviso in clause (ii) of Section 3.1.1 and Section 6.3, will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 (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. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Priority Junior Representative, for itself and on behalf of itself and each applicable Second-Priority Secured PartyJunior Debt Party under its Junior Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest or join with (or support any third party opposing, person in objecting to or otherwise contesting) such sale, use or lease of such cash or other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Junior Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party with respect to the Senior Collateral, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, person in objecting to or contestingto) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, person in objecting to or contestingto) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Collateral Senior Collateral, or (ve) objection to (and will not otherwise contest or join with oppose or support any third party person in objecting to, contesting or opposing, objecting to or contesting) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Priority Junior Debt Obligations will attach to the proceeds Proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Priority Junior Debt Obligations pursuant to this Agreement; provided that the Junior 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 Junior Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in accordance with this Agreementany 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 Junior Representative, for itself and on behalf of each Junior Debt Party under its Junior 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. (a) If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent shall desire to permit (or not object to) the use of cash collateral or to permit (or not object to) the Company or any 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 Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (ia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the each proviso in clause (ii) of Section 3.01(a3.1(a) and Section 6.036.3) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated to, or pari passu with with, such DIP Financing, will subordinate (and will be deemed to have subordinated) its Liens on in the Common Collateral to (x) 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, subject to clause (b) of this Section 6.01, (y) any “carve-out” or administrative charge for professional and United States trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) 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, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any 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 (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any order relating to a sale of assets of any Grantor for which the First-Priority Collateral 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 Obligations and the Second-Priority Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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. (a) If Until the Discharge of Senior Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Company’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, Agreement and (y) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 (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. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (i) objection to (and will not otherwise contest (a) such sale, use or join with lease of such cash or support other collateral, unless a Senior Representative or any third party opposing, objecting other Senior Secured Party shall oppose or object to or contesting) 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 a Senior Representative or any other Senior Secured Party shall oppose or object to such DIP Financing (provided that the foregoing shall not prevent the Second Priority Debt Parties from proposing any other DIP Financing that is either pari passu with or junior to the Senior Obligations to any Grantors or to a court of competent jurisdiction), and, except to the extent permitted by the proviso to clause (ii) of Section 3.01(a) and by Section 6.03, will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Senior Representatives and provided that as the maximum amount of indebtedness that may be outstanding from time to time in connection with such DIP Financing (znot including any Senior Obligations rolled up therein) all adequate protection liens granted shall not exceed an amount equal to 10% of the First-Priority Secured Parties with respect maximum amount of Senior Obligations permitted to any Common Collateralbe outstanding under the First Lien Credit Agreement Loan Documents (as in effect on the date hereof) on the date of the commencement of such Insolvency or Liquidation Proceeding, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingc) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingd) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral or otherwise under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestinge) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingf) any order relating to a sale or other disposition of assets of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Lien Credit Agreement Secured Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or other disposition that may be asserted by any unsecured creditor of any Grantor, and provided, further, that the Second Lien Credit Agreement Secured Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in accordance with this Agreementany such sale or disposition under Section 363(k) of the Bankruptcy Code or any similar provision of 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 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. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the use of cash or the sale or use of other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in 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 “roll-up” or “roll-over”) (“DIP Financing”), then each Second-Junior Priority Representative, for itself and on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that it will raise no (i) objection to (and will not support any similar objection) and will not otherwise contest or join with (or support any third party opposing, objecting to or other Person contesting) (a) such use of such cash or other collateral, unless the Designated Senior Representative shall oppose or object to such use of cash collateral or DIP Financing and will not request adequate protection or (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 to any Grantors or to a court of competent jurisdiction, and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) the Liens securing such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Junior Priority Debt Obligations are so subordinated to the Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) any “carve-out” or administrative charge for court-approved professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and Senior Representatives; (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingc) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations or the Shared Collateral made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligations, other Senior Secured Party; (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingd) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Collateral, Senior Collateral under Section 363(k) of the Bankruptcy Code or other applicable law; (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestinge) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Collateral Senior Collateral; or (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingf) any order relating to a sale or other disposition of assets any Shared Collateral of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Junior Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-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 this Agreement.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 at least two 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.15

Financing Issues. (a) If Until the Discharge of Senior Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Company’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, Agreement and (y) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrowers or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrowers’ or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (i) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Senior Representatives. Until the Discharge of Senior Obligations has occurred each Second Priority Representatives 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 (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (iia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or to exercise any rights under Section 1111(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivc) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Junior Priority Representative, for itself and on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu equal in priority with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Junior Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Senior Priority Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting oppose and will be deemed to or contestinghave consented to) any order relating to a sale or other disposition of assets of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Junior Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Junior Priority Collateral in accordance with 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 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. (a) If Until the Discharge of Senior Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Company’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representative, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral or to exervise any rights under Section 1111(b) of Title 11 of the United States Code, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Discharge of First-Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding Proceeding, and the if any First-Priority Collateral Agent Lien Secured Parties (or their respective Authorized Representative) or the Controlling First-Lien Parties (or the Applicable First-Lien Authorized Representative), shall desire to permit consent (or not object toobject) to the sale, use or lease of cash collateral under the Bankruptcy Code or to permit provide financing to any Grantor under the Bankruptcy Code or to consent (or not object toobject) to the Company or provision of such debtor-in-possession financing to any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or by any similar provision in third party (any Bankruptcy Law (such financing, “DIP Financing”), then each SecondJunior-Priority RepresentativeLien Authorized Representative and each Junior-Lien Collateral Agent agrees, on behalf of itself and the other Junior-Lien Secured Parties, that each applicable SecondJunior-Priority Lien Secured PartyParty (a) will be deemed to have consented to, agrees that it will raise no (i) objection to (to, nor support any other Person objecting to, and will not otherwise contest contest, the sale, use or join with or support any third party opposing, objecting to or contesting) lease of such use of cash collateral or to such DIP Financing and Financing, (b) will not request or accept adequate protection or any other relief in connection therewith (except to with the extent expressly permitted by the proviso in clause (ii) use of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated such cash collateral or pari passu with such DIP Financing, Financing except as set forth in Section 6.4 and (c) will subordinate (and will be deemed hereunder to have subordinated) its the Junior-Liens on the Common any Shared Collateral (i) to (x) such DIP Financing (and all Obligations relating thereto) on the same basis terms as the other Liens securing the Second-Priority Obligations are so subordinated to Liens securing First-Priority Obligations under Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement, subject to clause (b) of this Section 6.01), (yii) to any adequate protection provided to the First-Lien Secured Parties, (iii) to any “carve-carve- out” or administrative charge for professional and United States trustee Trustee fees agreed to by the Applicable First-Priority Representatives Lien Collateral Agent or the other First-Lien Secured Parties, and (ziv) all agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate protection liens granted notice. Nothing herein shall prohibit the Junior-Lien Secured Parties from (A) exercising their rights to vote in favor of or against a plan of reorganization, (B) proposing any post-petition financing so long as the First-Priority Lien Secured Parties are receiving post-petition interest in at least the same form being requested by the Junior-Lien Secured Parties or (C) other than with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposingDIP Financing, objecting to or contesting) 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, (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any other request for judicial relief made provision in any court by any holder of Firstpost-Priority Obligations relating to the lawful enforcement of any Lien on First-Priority Collateral or (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any order relating to a sale of assets of any Grantor for which the First-Priority Collateral 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 Obligations and the Second-Priority Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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.petition financing.6

Financing Issues. (a) If Until the Discharge of Senior Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Company’s or any other Grantor to obtain Grantor’s obtaining financing (including, for the avoidance of doubt, from any Senior Secured Party) under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Priority Junior Representative, for itself and on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and, except to the extent permitted by Section 3.01(a) and Section 6.03, will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Junior Priority Debt Obligations are so subordinated to the Liens securing First-Priority the Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) all adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees or payment of any other amounts agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority applicable Senior Secured Parties with respect to any Common CollateralParties, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law), (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Junior Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Junior Priority Collateral in accordance with Debt Obligations pursuant to this Agreement; provided, however, that nothing in this Section 6.01 shall prohibit any Junior Priority Debt Party from (a) subject to Section 6.05(b), exercising its rights to vote in favor of or against a plan of reorganization, (b) proposing a DIP Financing to any Grantor or (c) objecting to any provision in any DIP Financing relating, describing or requiring any provision or content of a plan of reorganization.

Financing Issues. (a) If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent shall desire to permit (or not object to) the use of cash collateral or to permit (or not object to) the Company or any 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 Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (ia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a3.1(a) and Section 6.036.3) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed to have subordinated) its Liens on in the Common Collateral to (x) 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, subject to clause (b) of this Section 6.01, (y) any “carve-out” or administrative charge for professional and United States trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) 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, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any 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 (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any order relating to a sale of assets of any Grantor for which the First-Priority Collateral 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 Obligations and the Second-Priority Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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. (a) If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent shall desire to permit (or not object to) the use of cash collateral or to permit (or not object to) the Company or any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in any other applicable Bankruptcy Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (i) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a3.1(a) and Section 6.036.3) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed to have subordinated) its Liens on in the Common Collateral to (x) 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, subject to clause (b) of this Section 6.01, (y) to any adequate protection Liens granted to the First-Priority Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives Collateral Agent. Each Second-Priority Representative, on behalf of itself and (z) all adequate protection liens granted to the Firsteach applicable Second-Priority Secured Parties with respect to any Common CollateralParty, further agrees that it will raise no (iia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) 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, (iiib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority CollateralCollateral or otherwise under Section 363(k) of the Bankruptcy Code or any similar provision of any other applicable Bankruptcy Law, (ivc) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any 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 (vd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any order relating to a sale of assets of any Grantor for which the First-Priority Collateral 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 Obligations and the Second-Priority Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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. (a) If Until the Discharge of Senior Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Company’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that (except to the extent permitted by this Section 6.01) it will raise no no: (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and, except to the extent permitted by the proviso in clause (ii) of Section 3.01(a), this Section 6.01, and Section 6.03, will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and Senior Representative; (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations and the Shared Collateral made by the First-Priority Collateral Agent Senior Representative or any holder of First-Priority Obligations, other Senior Secured Party; (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral or to exercise any rights under Section 1111(b) of Title 11 of the United States Code with respect to the Shared Collateral, ; (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Collateral Senior Collateral; or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale of assets or other disposition of any Grantor of the Shared Collateral for which the First-Priority Collateral Agent Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, (1) that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with Debt Obligations pursuant to this Agreement, (2) that net proceeds of such sale shall be applied to reduce the Senior Obligations, and (3) Second Priority Debt Parties will not have been deemed to have waived the right to bid in connection with the sale; notwithstanding the foregoing, the Second Priority Debt Parties may assert any objection to a sale or disposition of any Shared Collateral that is consistent with the respective rights and obligations of the Senior Secured Parties and the Second Priority Debt Parties under this Agreement (without limiting the foregoing, Second Priority Debt Parties 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 provision of any other Bankruptcy Law). 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 shall be adequate notice.

Financing Issues. (a) If the Company Senior Priority Agent or any other Grantor shall be subject to Senior Priority Secured Party shall, at any time in anticipation of, in connection with or during the pendency of any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent shall desire to permit Proceeding, (x) consent (or not object toobject) to the sale, use or lease of cash collateral or other Collateral under Section 363 of the Bankruptcy Code or any other provision of any other Bankruptcy Law (all such collateral, collectively “Cash Collateral”), and/or (y) desire to permit provide, agree to provide or otherwise consent (or not object toobject) to any Grantor’s obtaining financing under Section 364 of the Company Bankruptcy Code or any other Grantor to obtain financing under Section 363 or Section 364 provision of Title 11 of the United States Code or any similar provision in any other Bankruptcy Law (( “DIP Financing”), then in the case of either (x) or (y), each Second-Junior Priority RepresentativeAgent, on behalf of itself and each applicable Second-Junior Priority Secured Party, and each Junior Priority Secured Party agrees that it will not compete with, will raise no (i) objection to (to, and will not support any objection to, and will not otherwise challenge or contest (or join with support, directly or support indirectly, any third party opposingsuch objection, objecting to challenge or contestingcontest) (i) such use of cash collateral Cash Collateral or DIP Financing and will not seek, request (or be entitled to) adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a6.3) and Section 6.03) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed to have subordinated) its Liens on in the Common Collateral and any other collateral to (x) such DIP Financing (and all Obligations relating thereto) on (including, without limitation, any adequate protection Liens granted to the same basis as the other Liens securing the SecondSenior Priority Agent or any Senior Priority Secured Party, and to any“carve-Priority Obligations are so subordinated to Liens securing First-Priority Obligations under this Agreementout”for professional fees and costs, subject to clause (b) of this Section 6.01, (y) any “carve-out” or administrative charge for professional and United States trustee Trustee fees and costs and other customary fees and costs agreed to by the First-Senior Priority Representatives and (z) all adequate protection liens granted to the First-Agent or any Senior Priority Secured Parties with respect to any Common CollateralParty), (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Senior Priority Obligations Claims made by the First-any Senior Priority Collateral Agent or any holder of First-Senior Priority ObligationsClaims, (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any lawful exercise by any holder of First-Senior Priority Obligations Claims of the right to credit bid First-Senior Priority Obligations Claims at any sale in foreclosure of First-Senior Priority Collateral, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any other request for judicial relief made in any court by any holder of First-Senior Priority Obligations Claims relating to the lawful enforcement of any Lien on First-Senior Priority Collateral Collateral, or (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any order relating to a sale of assets of any Grantor Senior Priority Collateral for which the First-Senior Priority Collateral Agent has have consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First-Senior Priority Obligations Claims and the Second-Junior Priority Obligations Claims will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens securing the First-Senior Priority Collateral rank do to the Liens securing the Second-Junior Priority Collateral in accordance with this Agreement, unless such proceeds are applied in satisfaction of the Senior Priority Claims pursuant to this Agreement, provided that nothing in this Section 6.1 shall be construed to prevent or impair the rights of the Junior Priority Agent or the Junior Priority Secured Parties to receive proceeds of Common Collateral in connection with the Junior Priority Claims following the Discharge of Senior Priority Claims. The Junior Priority Agent, each for itself and on behalf of each other Junior Priority Secured Party, agrees that notice received two (2) calendar 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. (a) If Until the Company Discharge of Senior Obligations has occurred, if either Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) the Company to such Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (i) objection to (and will not otherwise contest or join with oppose or support (or join with) any third party opposingother person in contesting or opposing (a) such sale, objecting use or lease of such cash or other collateral, unless a Senior Representative or any other Senior Secured Party shall oppose or object to or contesting) 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 a Senior Representative or any other Senior Secured Party shall oppose or object to such DIP Financing (provided that the foregoing shall not prevent the Second Priority Debt Parties from proposing any other DIP Financing that is either pari passu with or junior to the Senior Obligations to any Grantors or to a court of competent jurisdiction), and, except to the extent permitted by the proviso to clause (ii) of Section 3.01(a) and by Section 6.03, will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted Senior Representatives; provided that as the maximum amount of 1 To be included subject to the First-structure of Additional Senior Debt or Additional Second Priority Secured Parties Lien Debt. indebtedness that may be outstanding from time to time in connection with respect such DIP Financing (not including any Senior Obligations rolled up therein) shall not exceed an amount equal to any Common Collateral10% of the maximum amount of Senior Obligations permitted to be outstanding under the First Lien Credit Agreement Loan Documents (as in effect on the date hereof) on the date of the commencement of such Insolvency or Liquidation Proceeding (the “DIP Cap”), (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingc) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingd) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral or otherwise under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestinge) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingf) any order relating to a sale or other disposition of assets of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-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 other disposition that may be asserted by any unsecured creditor of any Grantor, and provided, further, (x) the Second Priority Debt Parties not deemed to have waived any rights to credit bid on the Shared Collateral in accordance any such sale or disposition under Section 363(k) of the Bankruptcy Code or any similar provision of any other applicable law, so long as any such credit bid provides for the payment in full in cash of the Senior Obligations and (y) the foregoing provisions of this Section 6.01 shall not prevent the Second Priority Debt Parties from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws that are inconsistent with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Discharge of First-Priority Obligations has occurred, if the Company or any other Grantor or any of its assets shall be subject to any Insolvency or Liquidation Proceeding and the any First-Priority Collateral Agent Representative shall desire to permit (or not object to) the sale, use or lease of cash or other collateral or to permit (or not object to) the Company or any 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 Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (i) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) such sale, use or lease of cash or other collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Collateral to (x1) such DIP Financing (and all Obligations relating thereto) on the same basis as the Liens securing the Second-Priority Obligations, (2) all adequate protection liens granted to the First-Priority Secured Parties and (3) any “carve-out” for professional and United States Trustee fees or similar amounts agreed to by the Designated First-Priority Representative, in each case, 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, subject to clause (b) of this Section 6.01, (y) any “carve-out” or administrative charge for professional and United States trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any motion for relief from the automatic stay or any other stat in any Insolvency or Liquidation Proceeding or from any injunction against foreclosure or enforcement in respect of First-Priority Obligations made by the any First-Priority Collateral Agent Representative or any holder of First-Priority Obligations, (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any foreclosure or other sale in foreclosure of First-Priority Collateral, including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or other applicable law, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any 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, (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any election made by any First-Priority Representative or any other First-Priority Secured Party of the application of Section 1111(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to any of the Common Collateral or (vvi) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any order relating to a sale (including pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) of assets of any Grantor for or to which the any First-Priority Collateral Agent Representative has consented or not objected that provides, to the extent the sale 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 (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (i) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives Senior Representatives, and (z) all to any Liens granted as adequate protection liens granted to for the First-benefit of the Senior Secured Parties. Until the Discharge of Senior Obligations has occurred, each Second Priority Secured Parties with respect to any Common CollateralRepresentative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that it will raise no (iia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivc) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (vd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) 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 First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest or join with or support any third party opposingother person in contesting such sale, objecting to use or contesting) lease of such use of cash or other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will and does hereby subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or other person in contesting) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or other person in contesting) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or other person in contesting) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party other person in contesting or oppose or opposing, objecting to or contesting) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if Holdings or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) the Company to Holdings’ or any other Grantor to obtain Grantor’s obtaining financing (including, for the avoidance of doubt, from any Senior Secured Party) under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Priority Junior Representative, for itself and on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that it will raise no (i) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and, except to the extent permitted by Section 3.01(a) and Section 6.03, will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Junior Priority Debt Obligations are so subordinated to the Liens securing First-Priority the Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) all adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee 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 First-Priority Representatives and Discharge of Senior Obligations has occurred (z) all adequate protection liens granted subject to the First-Priority Secured Parties with respect to any Common CollateralPari Passu Intercreditor Agreement), it will raise no (iia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent or any holder of First-Priority ObligationsSenior Representative, (iiib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law), (ivc) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (vd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) 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 First-Priority Collateral Agent Designated Senior Representative has consented (or not objected) that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Junior Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Junior Priority Collateral in accordance with Debt Obligations pursuant to this Agreement; provided, however, that nothing in this Section 6.01 shall prohibit any Junior Priority Debt Party from (a) subject to Section 6.05(b), exercising its rights to vote in favor of or against a plan of reorganization, (b) proposing a DIP Financing to any Grantor or (c) objecting to any provision in any DIP Financing relating, describing or requiring any provision or content of a plan of reorganization.

Financing Issues. (a) If Until the Company Discharge of Priority Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-any Priority Collateral Agent or any other Priority Secured Party shall desire to permit consent (or not object toobject) to the use of cash or the sale or use of other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Priority Representativethe Third Lien Collateral [Agent][Trustee], for itself and on behalf of itself and each applicable Second-Priority Secured other Third Lien Party, agrees that it will raise no (i) objection to (and will not otherwise contest (a) such use of such cash or join with other collateral, unless the Priority Agents shall oppose or support any third party opposing, objecting object to or contesting) such use of cash collateral or (in which case, no Third Lien Collateral [Agent][Trustee] nor any other Third Lien Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Priority Secured Parties); (b) such DIP Financing and Financing, so long as the Third Lien Collateral [Agent][Trustee] retains its Liens on the Third Lien Collateral, for the benefit of the Third Lien Parties, with the same priority relative to the Priority Obligations as is set forth in Section 2.01, and, except to the extent permitted by Section 6.03, will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-any Priority Obligations under the First-Priority Documents are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Third Lien Obligations are so subordinated to Liens securing First-Priority Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Priority Secured Parties, and (z) any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and First Lien Collateral Agent; (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingc) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Obligations or the Shared Collateral made by the First-any Priority Collateral Agent or any holder of First-other Priority Obligations, Secured Party; (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingd) any lawful exercise by any holder of First-Priority Obligations Secured Party of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Shared Collateral, First Lien Collateral and/or Second Lien Collateral or under Section 363(k) of the Bankruptcy Code or other applicable law; (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestinge) any other request for judicial relief made in any court by any holder of First-Priority Obligations Secured Party relating to the lawful enforcement of any Lien on First-Priority First Lien Collateral or Second Lien Collateral; or (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingf) any order (including orders to retain professionals or set bid procedures) relating to a sale or other disposition of assets any Shared Collateral of any Grantor for to which the First-any Priority Collateral Agent has consented or not objected; provided that provides, to the extent the sale is to be free and clear of Liens, that (1) the Liens securing the First-Priority Obligations and the Second-Priority Third Lien Obligations will attach to the proceeds Proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) or other disposition on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Obligations rank to the Liens on the Shared Collateral securing the Second-Priority Collateral Third Lien Obligations pursuant to this Agreement and (2) in the event that the proceeds of any such sale or other disposition shall not be applied (to the extent applicable) in accordance with Section 4.01 or to permanently reduce the obligations owing pursuant to any DIP Financing, the Third Lien Collateral [Agent][Trustee], for itself and on behalf of each other Third Lien Party, may object to or contest such use of proceeds to the extent applied other than in accordance with Section 4.01 or to permanently reduce the obligations owing pursuant to any DIP Financing (but not, for the avoidance of doubt, to such sale or disposition itself); provided, however, that the Third Lien 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 Discharge of Priority Obligations (including the payment in full in cash of the Priority Obligations) concurrently with the consummation of such credit bid. The Third Lien Collateral [Agent][Trustee], for itself and on behalf of each other Third Lien Party, 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 shall be adequate notice. Notwithstanding anything herein to the contrary, neither the Third Lien Collateral [Agent][Trustee] or any Third Lien Party may provide or offer to provide any DIP Financing unless (x) in the case of any such DIP Financing that is secured by Liens on the Shared Collateral senior or pari passu with the Liens on the Shared Collateral securing the Priority Obligations, such DIP Financing shall result in the Discharge of Priority Obligations substantially concurrently with the making or funding of the initial extensions of credit thereunder and/or (y) in the case of any such DIP Financing secured by Liens on the Shared Collateral that are junior and subordinated to the Liens on the Shared Collateral securing the Priority Obligations, none of the Priority Secured Parties are providing or have offered to provide, or have consented to any third-party providing, any DIP Financing (and any such DIP Financing provided by such Third Lien Parties shall otherwise be treated as Third Lien Obligations for purposes of this Agreement).

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and, except to the extent permitted by the proviso in clause (ii) of Section 3.1.1 and Section 6.3, will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the FirstI-2-Priority Obligations and the Second-Priority Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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.57

Financing Issues. (a) If Until the Discharge of Senior Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent Designated Senior Representative (acting on the direction of the applicable Senior Secured Parties) shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Company’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no not raise, join or support any (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and by Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees or payment of any other amounts agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection (or join or support any objection) to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection (or join or support any objection) to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with Debt Obligations pursuant to this Agreement; provided, however, that nothing in this Section 6.01 shall prohibit any Second Priority Debt Party from (a) exercising its rights to vote in favor of or against a plan of reorganization or (b) proposing a Post-Petition Financing to any Grantor. 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 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. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (i) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives Senior Representatives, and (z) all to any Liens granted as adequate protection liens granted to for the First-benefit of the Senior Secured Parties. Until the Discharge of Senior Obligations has occurred, each Second Priority Secured Parties with respect to any Common CollateralRepresentative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that it will raise no (iia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivc) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (vd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) 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 First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-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 accordance with this Agreementany 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. 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. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrowers or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrowers’ or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (i) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Senior Representatives. Until the Discharge of Senior Obligations has occurred each Second Priority Representatives 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 (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (iia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or to exercise any rights under Section 1111(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivc) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice. SECTION 6.02.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower's or any other Grantor to obtain Grantor's obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting) such sale, use or lease of such cash or other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on 31447057_4 32101176_5 NEWYORK 8661362 (2K) in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivd) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any order relating to a sale or other disposition of assets of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If either of the Company Companies or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the each First-Priority Collateral Agent shall desire to permit (or not object to) the use of cash collateral or to permit (or not object to) the Company Companies or any 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 Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (ia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a3.1(a) and Section 6.036.3) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed to have subordinated) its Liens on in the Common Collateral to (x) 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, subject to clause (b) of this Section 6.01, (y) any “carve-out” or administrative charge for professional and United States trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) 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 Designated First-Priority Collateral Agent or any holder of First-Priority Obligations, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any 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 (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any order relating to a sale of assets of any Grantor for which the Designated First-Priority Collateral 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 Obligations and the Second-Priority Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, Agreement and (y) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower's or any other Grantor to obtain Grantor's obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting) such sale, use or lease of such cash or other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority 55745340_4 Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivd) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting)) any order relating to a sale or other disposition of assets of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Discharge of Senior Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Company’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, Agreement and (y) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees or payment of any other amounts agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with Debt Obligations pursuant to this Agreement; provided, however, that nothing in this Section 6.01 shall prohibit any Second Priority Debt Party from (a) exercising its rights to vote in favor of or against a plan of reorganization, (b) proposing a Post-Petition Financing to any Grantor or (c) objecting to any provision in any Post-Petition Financing relating, describing or requiring any provision or content of a plan of reorganization. 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 remaining pre-petition Senior Obligations) does not exceed the sum of (i) the aggregate principal amount of Senior Obligations outstanding immediately prior to obtaining such DIP Financing not in excess of the Maximum Senior Principal Amount outstanding plus (ii) $75,000,000.

Financing Issues. (a) If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Lien Agent shall desire to permit (or not object to) the use of cash collateral or to permit (or not object to) the Company or any 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 Law (“DIP Financing”), then each the Second-Priority RepresentativeLien Agent, on behalf of itself and each applicable Second-Priority Lien Secured Party, agrees that it will raise no (i) objection to (to, and will not support any objection to, and will not otherwise contest or join with or support any third party opposing, objecting to or contesting(a) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.036.3) and, to the extent the Liens securing the First-Priority Lien Obligations under the First-Priority Lien Documents are subordinated or pari passu with to any Liens securing such DIP Financing, will subordinate (and will be deemed to have subordinated) its Liens on in the Common First-Lien Collateral to (x) such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Lien Obligations are so subordinated to Liens securing First-Priority Lien Obligations under this Agreement, subject to clause provided that (bx) the sum of this Section 6.01(i) the aggregate principal amount of any and all such DIP Financing and (ii) the Bank Outstandings Amount at such time, does not exceed (y) any “carve-out” or administrative charge for professional and United States trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralMaximum Bank Documents Amount at such time, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingb) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Lien Obligations made by the First-Priority Collateral Lien Agent or any holder of other First-Priority ObligationsLien Secured Party, (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingc) any lawful exercise by any holder of First-Priority Obligations Lien Secured Party of the right to credit bid First-Priority Lien Obligations at any sale in foreclosure of First-Priority Common Collateral, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingd) any other request for judicial relief made in any court by any holder of First-Priority Lien Obligations relating to the lawful enforcement of any Lien on the First-Priority Lien Collateral or (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestinge) any order relating to a sale of assets of any Grantor for to which the First-Priority Collateral 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-Priority Lien Obligations and the Second-Priority Lien Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens securing the related First-Priority Lien Collateral rank to the Liens securing the Second-Priority Lien Collateral in accordance with this Agreement.

Financing Issues. (a) If the Company Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent shall desire to permit (or not object to) the use of cash collateral or to permit (or not object to) the Company Borrower or any 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 Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (ia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a3.1(a) and Section 6.036.3) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed to have subordinated) its Liens on in the Common Collateral to (x) 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, subject to clause (b) of this Section 6.01, (y) any “carve-out” or administrative charge for professional and United States trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) 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, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any 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 (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any order relating to a sale of assets of any Grantor for which the First-Priority Collateral 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 Obligations and the Second-Priority Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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. (a) If Unless and until the Company Discharge of First-Priority Obligations has occurred, if Parent, CSL Capital or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Designated First-Priority Collateral Agent Representative or any other First-Priority Secured Party shall desire to permit (or not object to) the use of cash collateral or to permit (or not object to) the Company Parent, CSL Capital or any 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 Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (ia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed to have subordinated) its Liens on in the Common Collateral to (x) 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, subject to clause (b) of this Section 6.01, (y) any “carve-out” or administrative charge for professional and United States trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) 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 Designated First-Priority Collateral Agent Representative or any holder of other First-Priority ObligationsSecured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any 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 (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any order relating to a sale of assets of Parent, CSL Capital or any Grantor for which the Designated First-Priority Collateral Agent Representative has consented that provides, to the extent the sale 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 (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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.. 29

Financing Issues. (a) If Until the Discharge of Senior Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Company’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Junior Priority Representative, for itself and on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Junior Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Junior Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Junior Priority Collateral in accordance with 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 other collateral or approving such financing shall be adequate notice.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Unless and until the Company Discharge of First-Priority Obligations has occurred, if Parent, CSL Capital or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Designated First-Priority Collateral Agent Representative or any other First-Priority Secured Party shall desire to permit (or not object to) the use of cash collateral or to permit (or not object to) the Company Parent, CSL Capital or any 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 Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (ia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed to have subordinated) its Liens on in the Common Collateral to (x) 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, subject to clause (b) of this Section 6.01, (y) any “carve-out” or administrative charge for professional and United States trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) 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 Designated First-Priority Collateral Agent Representative or any holder of other First-Priority ObligationsSecured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any 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 (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any order relating to a sale of assets of Parent, CSL Capital or any Grantor for which the Designated First-Priority Collateral Agent Representative has consented that provides, to the extent the sale 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 (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, Agreement and (y) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 financing shall be adequate notice.

Financing Issues. (a) If Until the Discharge of First-Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding Proceeding, and the if any First-Priority Collateral Agent Lien Secured Parties (or their respective Authorized Representative) or the Controlling First-Lien Parties (or the Applicable First-Lien Authorized Representative), shall desire to permit consent (or not object toobject) to the sale, use or lease of cash collateral under the Bankruptcy Code or to permit provide financing to any Grantor under the Bankruptcy Code or to consent (or not object toobject) to the Company or provision of such debtor-in-possession financing to any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or by any similar provision in third party (any Bankruptcy Law (such financing, “DIP Financing”), then each SecondJunior-Priority RepresentativeLien Authorized Representative and each Junior-Lien Collateral Agent agrees, on behalf of itself and the other Junior-Lien Secured Parties, that each applicable SecondJunior-Priority Lien Secured PartyParty (a) will be deemed to have consented to, agrees that it will raise no (i) objection to (to, nor support any other Person objecting to, and will not otherwise contest contest, the sale, use or join with or support any third party opposing, objecting to or contesting) lease of such use of cash collateral or to such DIP Financing and Financing, (b) will not request or accept adequate protection or any other relief in connection therewith (except to with the extent expressly permitted by the proviso in clause (ii) use of Section 3.01(a) and Section 6.03) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated such cash collateral or pari passu with such DIP Financing, Financing except as set forth in Section 6.4 and (c) will subordinate (and will be deemed hereunder to have subordinated) its the Junior-Liens on the Common any Shared Collateral (i) to (x) such DIP Financing (and all Obligations relating thereto) on the same basis terms as the other Liens securing the Second-Priority Obligations are so subordinated to Liens securing First-Priority Obligations under Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement, subject to clause (b) of this Section 6.01), (yii) to any adequate protection provided to the First-Lien Secured Parties or the Junior-Lien Secured Parties, (iii) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the Applicable First-Priority Representatives Lien Collateral Agent or the other First-Lien Secured Parties, and (ziv) all agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate protection liens granted to notice. Nothing herein shall prohibit the Junior-Lien Secured Parties from (A) proposing any post-petition financing so long as the First-Priority Lien Secured Parties are receiving post-petition interest in at least the same form being requested by the Junior-Lien Secured Parties or (B) other than with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposingDIP Financing, objecting to or contesting) 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, (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any other request for judicial relief made provision in any court by any holder of Firstpost-Priority Obligations relating to the lawful enforcement of any Lien on First-Priority Collateral or (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any order relating to a sale of assets of any Grantor for which the First-Priority Collateral 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 Obligations and the Second-Priority Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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 Agreementpetition financing.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or does not object toobject) to the sale, use or lease of cash or other collateral that constitutes Shared Collateral or to permit consent (or does not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law to be secured by the Shared Collateral (“DIP Financing”), ) then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting) such sale, use or lease of such cash or other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral or otherwise pursuant to Section 363(k) of Title 11 of the United States Code, (ivd) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or oppose (or join with or support any third other party opposing, objecting to or contesting) any order relating to a sale or other disposition of assets of any Grantor for or to which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Debt Obligations pursuant to this Agreement, provided that the applicable Second Priority Debt Parties may assert any objection to a sale or disposition that could be asserted by an unsecured creditor in any Insolvency or Liquidation Proceedings; without limiting the foregoing, each Second Priority Representative, for itself and on behalf of the applicable Second Priority Debt Parties, agrees that it may not raise any objections based on rights afforded by Sections 363(e) and (f) of Title 11 of the United States 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. In addition 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 in accordance with this AgreementSection 363(k) of Title 11 of the United States Code (or similar provision under any applicable Bankruptcy 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 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.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if a Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrowers’ or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest or join with (or support any third party opposing, person in objecting to or otherwise contesting) such sale, use or lease of such cash or other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, person in objecting to or contestingto) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority CollateralSenior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, person in objecting to or contestingto) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Collateral Senior Collateral, or (ve) objection to (and will not otherwise contest or join with oppose or support any third party person in objecting to, contesting or opposing, objecting to or contesting) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented or not objected that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds Proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-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 accordance with 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. BrightView Holdings, Inc. has requested confidential treatment of this Agreementregistration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Senior Priority Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for to which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with 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 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. (a) If Until the Company or Discharge of First Lien Priority Obligations has occurred, if any other Grantor Credit Party shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority First Lien Collateral Agent or any other First Lien Secured Party shall desire to permit consent (or not object toobject) to the use or lease of cash collateral or other Collateral or to permit consent (or not object toobject) the Company or to any other Grantor to obtain Credit Party’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then the Second Lien Collateral Agent, the Third Lien Collateral Agent, each Second-Priority Second Lien Representative, for itself and on behalf of each Second Lien Secured Party under its Second Lien Debt Facility, and each Third Lien Representative, on behalf of itself and each applicable Second-Priority Third Lien Secured PartyParty under its Third Lien Debt Facility, each agrees that it will raise no (i) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting(i) such use or lease of such cash collateral or DIP Financing and will not request adequate protection other Collateral, unless the First Lien Collateral Agent or any other First Lien Secured Party shall oppose or object to such use or lease of such Collateral (in which case, no Second Lien Secured Party or Third Lien Secured Party shall seek any relief in connection therewith (except to that is inconsistent with the extent expressly permitted relief being sought by the proviso in clause First Lien Secured Parties), (ii) of Section 3.01(a) and Section 6.03) such DIP Financing, unless the First Lien Collateral Agent or any other First Lien Secured Party shall oppose or object to such DIP Financing and, to the extent the Liens securing the First-Priority any First Lien Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Collateral to (xA) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Second Lien Obligations or Third Lien Obligations, as applicable, are so subordinated to Liens securing First-Priority First Lien Obligations under this Agreement, subject (B) any adequate protection Liens provided to clause the First Lien Secured Parties, and (b) of this Section 6.01, (yC) any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the FirstFirst Lien Secured Parties; provided that, in the case of this clause (ii), the outstanding principal amount of any such DIP Financing, plus the unfunded commitments under such DIP Financing, does not exceed an amount equal to (A) the amount of any First Lien Obligations outstanding immediately prior to such Insolvency or Liquidation Proceeding that constitute First Lien Priority Obligations pursuant to clause (i) of the definition of Maximum First Lien Debt Amount and that are Refinanced or “rolled-up” with the proceeds of such DIP Financing plus (B) 15% of the First Lien Obligations outstanding immediately prior to such Insolvency or Liquidation Proceeding that constitute First Lien Priority Representatives Obligations pursuant to clause (i) of the definition of Maximum First Lien Debt Amount plus (C) $15.0 million solely to pay the costs and (z) all expenses of any Credit Party incurred in connection with the retention of professionals and the payment of adequate protection liens granted to (this proviso, the First-Priority Secured Parties with respect “DIP Cap”) (provided that the DIP Cap shall not apply to any Common CollateralCredit Party’s DIP Financing that is incurred at a time when neither any Second Lien Exchangeable PIK Notes nor any Second Lien Secured Notes, in each case outstanding as of the Closing Date (iiplus interest paid-in-kind in respect thereof after the Closing Date), remain outstanding) objection to or (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingiii) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority First Lien Obligations made by any the First-Priority First Lien Collateral Agent or any holder other First Lien Secured Party; provided that, in the case of First-the foregoing clauses (i) and (ii), (x) such DIP Financing or use of cash or other Collateral does not compel any Credit Party to seek confirmation of a specific plan of reorganization, (y) the Credit Parties shall have (A) complied with all applicable statutory notice requirements under Bankruptcy Law and provided the Second Lien Secured Parties with a reasonable time period to review and comment on the definitive documentation for the DIP Financing or the cash collateral order (or equivalent) or (B) if Bankruptcy Law does not provide for any such statutory notice periods in connection with such DIP Financing or use of cash or other Collateral, the Credit Parties shall have used reasonable efforts to notify the Second Lien Secured Parties of the date of the hearing to approve such DIP Financing or cash collateral order (or equivalent) and commercially reasonable efforts to provide to the Second Lien Secured Parties drafts of the definitive documentation for the DIP Financing or the cash collateral order (or equivalent) at least three (3) days in advance thereof and (z) the Second Lien Secured Parties and the Third Lien Secured Parties may request adequate protection in accordance with Section 6.03. No Second Lien Secured Party nor Third Lien Secured Party may provide DIP Financing to any Credit Party secured by Liens equal or senior in priority to the Liens securing any First Lien Priority Obligations, (iii) objection . If no First Lien Secured Party offers to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any 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 (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any order relating to a sale of assets of any Grantor for which the First-Priority Collateral Agent has consented that provides, provide DIP Financing to the extent permitted under this Section 6.01 after the sale is Credit Parties provide the First Lien Secured Parties with an opportunity to be free provide such DIP Financing (and clear consult with the First Lien Secured Parties for a reasonable period of Lienstime with respect to such DIP Financing), that then a Second Lien Secured Party or, subject to clause (b) below, a Third Lien Secured Party, may seek to provide such DIP Financing secured by Liens junior in priority to the Liens securing the First-any First Lien Priority Obligations (and in the Second-Priority Obligations will attach to the proceeds case of the sale (to the extent any such proceeds are not applied to repay the First-Priority Obligations) on the same basis of DIP Financing provided by a Third Lien Secured Party, secured by Liens junior in priority as the Liens securing the First-Priority Collateral rank to the Liens securing the SecondSecond Lien Obligations), and First Lien Secured Parties may object thereto; provided, further, that such DIP Financing may not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations unless the Discharge of First Lien Priority Collateral Obligations occurs immediately upon the initial closing thereof or Third Lien Obligations. Notwithstanding anything in accordance with this AgreementAgreement to the contrary, if one or more Second Lien Secured Parties desires to provide DIP Financing to any of the Credit Parties, the First Lien Secured Parties shall not object to or contest such DIP Financing so long as such DIP Financing results in the Discharge of First Lien Priority Obligations immediately upon consummation of such DIP Financing.

Financing Issues. (a) If Until the Company Discharge of Priority Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-any Priority Collateral Agent or any other Priority Secured Party shall desire to permit consent (or not object toobject) to the use of cash or the sale or use of other collateral or to permit consent (or not object toobject) to the Company Borrower’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Priority Representativethe Third Lien Collateral [Agent][Trustee], for itself and on behalf of itself and each applicable Second-Priority Secured other Third Lien Party, agrees that it will raise no (i) objection to (and will not otherwise contest (a) such use of such cash or join with other collateral, unless the Priority Agents shall oppose or support any third party opposing, objecting object to or contesting) such use of cash collateral or DIP Financing and will not request adequate protection or (in which case, no Third Lien Collateral [Agent][Trustee] nor any other Third Lien Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Priority Secured Parties); (b) such DIP Financing, so long as the Third Lien Collateral [Agent][Trustee] retains its Liens on the Third Lien Collateral, for the benefit of the Third Lien Parties, with the same priority relative to the Priority Obligations as is set forth in Section 2.01 (provided that the foregoing shall not prevent the Third Lien Parties from proposing, subject to the final sentence of this Section 6.01, any other DIP Financing to any Grantors or to a court of competent jurisdiction), and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-any Priority Obligations under the First-Priority Documents are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Third Lien Obligations are so subordinated to Liens securing First-Priority Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any adequate protection Liens provided to the Priority Secured Parties, and (z) any “carve-out” or administrative charge for professional and United States trustee Trustee fees agreed to by the First-Priority Representatives and First Lien Collateral Agent; (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingc) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Obligations or the Shared Collateral made by the First-any Priority Collateral Agent or any holder of First-other Priority Obligations, Secured Party; (iii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingd) any lawful exercise by any holder of First-Priority Obligations Secured Party of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, First Lien Collateral and/or Second Lien Collateral or under Section 363(k) of the Bankruptcy Code or other applicable law; (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestinge) any other request for judicial relief made in any court by any holder of First-Priority Obligations Secured Party relating to the lawful enforcement of any Lien on First-Priority First Lien Collateral or Second Lien Collateral; or (v) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingf) any order (including orders to retain professionals or set bid procedures) relating to a sale or other disposition of assets any Shared Collateral of any Grantor for to which the First-any Priority Collateral Agent has consented or not objected; provided that provides, to the extent the sale is to be free and clear of Liens, that (1) the Liens securing the First-Priority Obligations and the Second-Priority Third Lien Obligations will attach to the proceeds Proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) or other disposition on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Obligations rank to the Liens on the Shared Collateral securing the Second-Priority Collateral Third Lien Obligations pursuant to this Agreement and (2) in the event that the proceeds of any such sale or other disposition shall not be applied (to the extent applicable) in accordance with this AgreementSection 4.01 or to permanently reduce the obligations owing pursuant to any DIP Financing, the Third Lien Collateral [Agent][Trustee], for itself and on behalf of each other Third Lien Party, may object to or contest such use of proceeds to the extent applied other than in accordance with Section 4.01 or to permanently reduce the obligations owing pursuant to any DIP Financing (but not, for the avoidance of doubt, to such sale or disposition itself); provided, however, that the Third Lien 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 Priority Obligations. The Third Lien Collateral [Agent][Trustee], for itself and on behalf of each other Third Lien Party, 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 shall be adequate notice. Notwithstanding anything herein to the contrary, the Third Lien Parties shall be permitted to offer, propose and provide to the Borrower or any other Grantor any DIP Financing as long as (x) no Priority Secured Party shall have offered to provide DIP Financing on or before the date of the hearing to approve such DIP Financing, (y) no then existing liens held by or on behalf of any Third Lien Party on any of the Shared Collateral, including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding, may be “rolled up” or shall have a ranking in priority that is pari passu or higher in ranking to the liens securing the Second Lien Obligations, and shall have the same relative priority with respect to such liens as existed prior to the commencement of the case under the Bankruptcy Code (unless the proceeds of such DIP Financing are used to Discharge of Priority Obligations) and (z) the receipt by the Priority Secured Parties of adequate protection subject to Section 6.03 below.

Financing Issues. (a) If Until the Discharge of Senior Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent any Senior Representative or any Senior Secured Party shall desire to permit consent (or not object toobject) to the sale, use or lease of cash or other collateral or to permit consent (or not object toobject) to the Company Company’s or any other Grantor to obtain Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in of any other Bankruptcy Law (“DIP Financing”), then each Second-Second Priority Representative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will raise no (ia) objection to (and will not otherwise contest such sale, use or join with lease of such cash or support any third party opposing, objecting to or contesting) such use of cash other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First-Priority any Senior Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on in the Common Shared Collateral to (x) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Debt Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject to clause (b) of this Section 6.01, Agreement and (y) to any “carve-out” or administrative charge for professional and United States trustee Trustee fees or payment of any other amounts agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common CollateralSenior Representatives, (iib) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Senior Obligations made by the First-Priority Collateral Agent any Senior Representative or any holder of First-Priority Obligationsother Senior Secured Party, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations Senior Secured Party of the right to credit bid First-Priority Senior Obligations at any sale in foreclosure of First-Priority Senior Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any other request for judicial relief made in any court by any holder of First-Priority Obligations Senior Secured Party relating to the lawful enforcement of any Lien on First-Priority Senior Collateral or (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingoppose) any order relating to a sale or other disposition of assets of any Grantor for which the First-Priority Collateral Agent any Senior Representative has consented that provides, to the extent the such sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Senior Obligations and the Second-Second Priority Debt Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as the Liens on the Shared Collateral securing the First-Priority Collateral Senior Obligations rank to the Liens on the Shared Collateral securing the Second-Second Priority Collateral in accordance with Debt Obligations pursuant to this Agreement; provided, however, that nothing in this Section 6.01 shall prohibit any Second Priority Debt Party from (a) exercising its rights to vote in favor of or against a plan of reorganization, (b) proposing a Post-Petition Financing to any Grantor or (c) objecting to any provision in any Post-Petition Financing relating, describing or requiring any provision or content of a plan of reorganization.

Financing Issues. (a) If the Company Companies or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent shall desire to permit (or not object to) the use of cash collateral or to permit (or not object to) the Company Companies or any 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 Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (ia) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a3.1(a) and Section 6.036.3) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed to have subordinated) its Liens on in the Common Collateral to (x) 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, subject to clause (b) of this Section 6.01, (y) any “carve-out” or administrative charge for professional and United States trustee fees agreed to by the First-Priority Representatives and (z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) 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, (iiic) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (ivd) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any 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 (ve) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingcontest) any order relating to a sale of assets of any Grantor for which the First-Priority Collateral 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 Obligations and the Second-Priority Obligations will attach to the proceeds of the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) 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.