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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

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 Agreement. (b) Notwithstanding the foregoing, the provisions of clause (i) of any such sale or disposition under Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b363(k) of the Bankruptcy CodeCode (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 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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 Collateral in accordance with Debt Obligations pursuant to this Agreement. Agreement (b) Notwithstanding 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 clause (iany other Bankruptcy Law) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement Liens granted to such person in respect of such Insolvency or Liquidation Proceeding (to assets), provided that the extent such proceeds Junior Priority Debt Parties are not applied deemed to repay have waived any rights to credit bid on the First-Priority Obligations)) and (ii) Shared Collateral in any such DIP Financing is secured by Lien equal sale or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(bdisposition in accordance with Section 363(k) of the Bankruptcy Code.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 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) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or proposing a DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency any Grantor or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge objecting to any provision in any DIP Financing relating, describing or requiring any provision or content of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf a plan of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Codereorganization.

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 Agreement. (b) Notwithstanding the foregoing, the provisions of clause (i) of any such sale or disposition under Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b363(k) of the Bankruptcy CodeCode 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 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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 (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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two (2) Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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 Agreement. (b) Notwithstanding the foregoing, the provisions of clause (i) of any such sale or disposition under Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b363(k) of the Bankruptcy CodeCode (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 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two (2) Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

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 Agreement. (b) Notwithstanding Section 4.01 or to permanently reduce the foregoingobligations owing pursuant to any DIP Financing, the provisions Third Lien Collateral [Agent][Trustee], for itself and on behalf of clause (i) of Section 6.01(a) shall only be applicable as each other Third Lien Party, may object to the Second-Priority Secured Parties with respect to any or contest such use of cash collateral or DIP Financing proceeds to the extent that: applied other than in accordance with Section 4.01 or to permanently reduce the obligations owing pursuant to any DIP Financing (ibut 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 Second-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 Representatives retain their Liens with respect 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 Common Collateral that existed 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 of long as (x) no Priority Secured Party shall have offered to provide DIP Financing on or before the date of the commencement 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 applicable Insolvency or Liquidation Proceeding (Shared Collateral, including proceeds thereof arising after the commencement of such any Insolvency or Liquidation Proceeding (Proceeding, may be “rolled up” or shall have a ranking in priority that is pari passu or higher in ranking to the extent 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 not applied used to repay the First-Discharge of Priority Obligations)) and (iiz) such DIP Financing is secured the receipt by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none Parties of them shall assert a claim under section 507(b) of the Bankruptcy Codeadequate 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-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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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) 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-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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received three Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe adequate notice.

Financing Issues. (a) If The Second Lien Collateral Agent and each other Second Lien Secured Party agree that if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and Proceeding: (a) if the First-Priority First Lien 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 Bankruptcy Law (“DIP Financing”), including if such DIP Financing is secured by Liens senior in priority to the Liens securing the Second Lien Obligations, then each Second-Priority Representativethe Second Lien Collateral Agent, on behalf of itself and each applicable Second-Priority Second 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) 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 6.036.2) and, to the extent the Liens securing the First-Priority First Lien 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 (xi) such DIP Financing (and all Obligations relating thereto); (ii) any adequate protection granted to the First Lien Collateral Agent or the First Lien Secured Parties in respect of the First Lien Obligations, and (iii) any “carve-out” for professional and United States Trustee fees agreed to by the First Lien Collateral Agent, in each case, on the same basis as the other Liens securing the Second-Priority Second Lien Obligations are so subordinated to the First Priority Liens securing First-Priority Obligations under this Agreement, subject to clause the First Lien Obligations; (b) none of this Section 6.01them will object to, (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 opposingother Person contesting), 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 First Lien Obligations made by the First-Priority First Lien Collateral Agent or any holder First Lien Secured Party; (c) none of First-Priority Obligationsthem will object to, (iii) objection to (and will not or otherwise contest or join with (or support any third party opposingother Person contesting), 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 the Company or any Grantor for which the First-Priority First Lien Collateral Agent has consented that provides, to the extent the that sale is to be free and clear of Liens, that the Liens securing the First-Priority First Lien Obligations and the Second-Priority Second 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 existing Liens securing the First-Priority Collateral rank to the Liens securing the Second-Priority Collateral in accordance with this Agreement.; (bd) Notwithstanding none of them will seek relief from the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to automatic stay or any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable other stay in any Insolvency or Liquidation Proceeding in respect of the Common Collateral, the First Lien Collateral or any other collateral without the prior written consent of the First Lien Collateral Agent; (including proceeds thereof arising after e) none of them will object to, or otherwise contest (or support any other Person contesting), (i) any request by the commencement of such Insolvency First Lien Collateral Agent or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and any First Lien Secured Party for adequate protection or (ii) any objection by the First Lien Collateral Agent or any First Lien Secured Party to any motion, relief, action or proceeding based on the First Lien Collateral Agent’s or such DIP Financing is secured by First Lien equal Secured Party’s claiming a lack of adequate protection; (f) none of them will assert or enforce any claim under Section 506(c) of the Bankruptcy Code senior to or on a parity with the Liens securing the First Lien Obligations for costs or expenses of preserving or disposing of any Common Collateral or First Lien Collateral; (g) none of them will oppose or otherwise contest (or support any Person contesting) any lawful exercise by the First Lien Collateral Agent or any First Lien Secured Party of the right to credit bid First Lien Obligations at any sale of Common Collateral or First Lien Collateral; (h) none of them will challenge (or support any other Person challenging) the validity, enforceability, perfection or priority of the First Priority Liens on Common Collateral or First Lien Collateral (and the First Lien Collateral Agent and the First Lien Secured Parties agree not to challenge the validity, enforceability, perfection or priority of the Liens in favor of the Second Lien Collateral Agent and each other Second Lien Secured Party on the Common Collateral); (i) each of them shall waive their rights to have any administrative claim arising under Section 507(b) of the Bankruptcy Code attach to the proceeds of causes of action arising under Sections 542, 544, 545, 547, 548, 549, 550, 551, 553(b) or 724(a) of the Bankruptcy Code, and both of them agree that any superpriority administrative claim arising under Section 507(b) of the Bankruptcy Code or otherwise may be satisfied by the issuance of a debt or equity security in connection with any plan of reorganization; and (j) prior to a Discharge of First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim seek to exercise any rights under section 507(bSection 1111(b) of the Bankruptcy Code.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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 clause (i) of this Section 6.01(a) 6.01 shall only be applicable as to binding on the Second-Second Priority Secured Debt Parties with respect to any use of cash collateral or DIP Financing to the extent that: 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 Second-Priority Representatives retain their Liens with respect aggregate principal amount of Senior Obligations outstanding immediately prior to the Common Collateral that existed as obtaining such DIP Financing not in excess of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and Maximum Senior Principal Amount outstanding plus (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations$75,000,000. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

Financing Issues. (a) If the Company any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Priority Collateral Agent Senior Agents or any Senior Secured Parties shall desire to permit consent (or not object object) to) , or move for, the approval of the use of cash collateral or the sale or use of other Common Collateral or to permit consent (or not object toobject) the Company to any Borrower 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 Bankruptcy Law Law, including any such financing (subject to the Senior Cap Amount) by a Senior Secured Party (“DIP Financing”), then each Second-Second Priority RepresentativeAgent, on behalf of itself and each applicable Second-Second Priority 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 oppose or support (or join with) any third party other Person in contesting or opposing, objecting to or contesting: (a) such use of such cash collateral or other Common Collateral, unless a Senior Agent shall oppose or object to such use of cash or other Common Collateral (in which case, no Second Priority Agent nor any other Second Priority Secured Party shall seek any relief in connection therewith that is in contravention of the relief being sought by the Senior Secured Parties); (b) such DIP Financing, unless a Senior Agent shall oppose or object to such DIP Financing and, except to the extent permitted by the proviso immediately following clause (ii) of Section 3.1(a) 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 Obligations under the First-Priority Documents Senior Claims 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 (x) such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Obligations Claims are so subordinated to Liens securing First-Priority Obligations Senior Claims 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 Agents, (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 Senior Claims made by the First-Priority Collateral any Senior Agent 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 Obligations Senior Claims at any sale in foreclosure of First-Priority Senior Collateral, (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 Senior Collateral for which the First-Priority Collateral Agent has Senior Agents have consented or not objected that provides, to the extent the sale or disposition is to be free and clear of Liens, that the Liens securing the First-Priority Obligations Senior Claims and the Second-Second 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-Priority Senior Collateral rank do to the Liens securing the Second-Second Priority Collateral in accordance with this Agreement. ; provided that (a) the aggregate principal amount of all Senior Obligations then outstanding plus the principal amount of such DIP Financing does not, in the aggregate, exceed the Senior Cap Amount, (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any such use of cash collateral or DIP Financing does not compel any Borrower or Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the extent that: material terms are set forth in the cash collateral order or DIP Financing documentation (i) it being agreed that the Second-Priority Representatives retain their Liens inclusion of termination events or milestone events with respect to the Common Collateral that existed as proposed cash collateral order or DIP Financing documentation regarding a plan of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (reorganization acceptable to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) lenders under such DIP Financing is secured by Lien equal or senior shall not be deemed to Liens securing First Lien Obligations. constitute such a condition), (c) Until any cash collateral order or DIP Financing documentation does not expressly require the Discharge liquidation of First-the Common Collateral prior to a default under the cash collateral order or DIP financing documentation, and (d) subject to the terms of this Agreement, nothing herein shall prohibit any Second Priority Obligations has occurredSecured Party from proposing a financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law as long as any Liens securing such financing are junior to the Liens securing the Senior Claims to the same extent as the Liens securing the Second Priority Claims are junior to the Liens securing the Senior Claims pursuant to the terms hereof. Without limiting the foregoing, each Second-Second Priority RepresentativeAgent, for itself and on behalf of itself and each applicable Second-Second Priority Secured Party, agrees that none of them shall assert a claim under section 507(bit may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy CodeCode 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, in connection with any sale or disposition of Common Collateral, (A) the Liens securing the Senior Claims and the Second Priority Claims will attach to the proceeds of such sale on the same basis of priority as the Liens securing the Senior Collateral do to the Liens securing the Second Priority Collateral in accordance with this Agreement and (B) the application of any proceeds received on account of the Senior Claims shall be applied as a permanent repayment of the Senior Claims (together with the concurrent permanent reduction of the revolving loan commitment thereunder in an amount equal to the aggregate amount of such payment applied to repay the principal amount of revolving loans). Each Second Priority Agent, for itself and on behalf of each Second Priority Secured Party, agrees that notice received (x) two Business Days in advance of a hearing seeking an interim order approving such usage of cash or other Common Collateral or approving any DIP Financing shall be adequate notice and (y) fifteen (15) days in advance of a hearing seeking a final order approving such usage of cash or other Common Collateral or approving any DIP 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 (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. , (b2) Notwithstanding 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 provisions Second Priority Debt Parties may assert any objection to a sale or disposition of clause (i) any Shared Collateral that is consistent with the respective rights and obligations of Section 6.01(a) shall only be applicable as to the Second-Priority Senior Secured Parties with respect to and the Second Priority Debt Parties under this Agreement (without limiting the foregoing, Second Priority Debt Parties may not raise any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)objections based on rights afforded by Sections 363(e) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(bf) of the Bankruptcy CodeCode 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 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 with this Agreement. (b) Notwithstanding the foregoing, the provisions of clause (i) of any such sale or disposition under Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b363(k) of the Bankruptcy CodeCode 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-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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.petition financing.7

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 (the use, sale or not object to) the use lease 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 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 opposingcontest), objecting and will be deemed to or contesting) have consented to, 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 (I) the proviso in clause (ii) of Section 3.01(a3.1(a) and (II) 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 adequate protection Liens granted to the First-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 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, (ii) further agrees that it will raise no objection to (and will not otherwise contest or join with or support any third party opposingcontest), objecting and will be deemed to or contestinghave consented to (a) 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 contestingb) 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, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contestingc) 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 contestingd) any order relating to a sale of assets of any Grantor Grantor, for which the First-Priority Collateral Agent has consented 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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. (b) Notwithstanding , unless such proceeds are applied in satisfaction of the foregoingSenior Priority Claims pursuant to this Agreement, provided that nothing in this Section 6.1 shall be construed to prevent or impair the provisions rights of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Junior Priority Agent or the Junior Priority Secured Parties with respect to any use receive proceeds of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of in connection with the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Junior Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until Claims following the Discharge of First-Senior Priority Obligations has occurredClaims. The Junior Priority Agent, each Second-Priority Representative, for itself and on behalf of itself and each applicable Second-other Junior Priority Secured Party, agrees that none notice received two (2) calendar days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(bbe adequate notice. (a) In no event shall any Junior Priority Agent or any other Junior Priority Secured Party (i) offer to provide, or propose, any DIP Financing to any Grantor or (ii) credit bid any Junior Priority Claims, in each case without the consent of the Bankruptcy CodeSenior Priority Secured Party unless such credit bid provides for the payment in full in cash of the Senior Priority Claims.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

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) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or proposing a DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency any Grantor or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge objecting to any provision in any DIP Financing relating, describing or requiring any provision or content of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf a plan of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Codereorganization.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

Financing Issues. (a) If the Company Issuer 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 Issuer or any other Grantor to obtain financing (including on a priming basis) under Section 363 or Section 364 of Title 11 of the United States Bankruptcy 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 person 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 first 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 person 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 person 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 person 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 Collateral, or (ve) objection to (and will not otherwise contest contest, or join with or support any third party person 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. (b) Notwithstanding the foregoing; provided, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to that the Second-Priority Secured Parties with respect are not deemed to have waived any use of cash collateral or DIP Financing rights to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to credit bid on the Common Collateral that existed as in any such sale or disposition under Section 363(k) of the date of Bankruptcy Code (or any similar provision under the commencement of the Bankruptcy Code or any other applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of law), so long as any such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until credit bid provides for the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy CodeObligations.

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) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or proposing a DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency any Grantor or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge objecting to any provision in any DIP Financing relating, describing or requiring any provision or content of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf a plan of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Codereorganization.

Financing Issues. (a) If Until the Company Discharge of the Priority 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 Senior Representative or any class of 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 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 the Junior Representative, for itself and on behalf of itself and each applicable Second-Priority Junior Secured Party, agrees that it will raise no (i) objection to (and will not otherwise contest contest: (a) such sale, use or join with lease of such cash or support other collateral, unless the Senior Representative or any third party opposing, objecting class of Senior Secured Parties shall oppose or object to or contesting) such use of cash collateral or DIP Financing and will not request adequate protection or (in which case, neither the Junior Representative nor any other Junior Secured 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, (A) unless the Senior Representative or any class of Senior Secured Parties shall oppose or object to such DIP Financing, or (B) except with respect to any portions (and only such portions) of such DIP Financing that require the sale of a substantial part of the Shared Collateral prior to a default under such DIP Financing agreement or compel any Grantor to seek confirmation of a plan of reorganization containing specific terms or provisions set forth in the documentation for such DIP Financing (other than repayment in cash of such DIP Financing on the effective date thereof); and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) , the Junior Representative and the Junior Secured Parties 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 (xi) such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Junior Obligations are so subordinated to Liens securing First-Priority Senior Obligations under this Agreement, subject (ii) any adequate protection Liens provided to clause the Senior Secured Parties, and (biii) 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-Senior Representative; provided that in connection with any such DIP Financing, the sum of the outstanding principal amount of any Priority Representatives and Senior Obligations (z) all adequate protection liens granted after giving effect to the First-Priority Secured Parties with respect to application of the proceeds of such DIP Financing) and any Common Collateral, DIP Financing does not exceed 115% of the Senior Lien Cap on the commencement date of such Insolvency or Liquidation Proceeding. Nothing herein shall prohibit a holder of any Junior Obligations from proposing or providing a DIP Financing so long as such DIP Financing provides for the Discharge of the Senior Obligations; (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 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 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 Collateral or 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 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 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-Priority Collateral in accordance with Junior Obligations pursuant to this Agreement. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority . The Junior Representative, for itself and on behalf of itself and each applicable Second-Priority Junior Secured Party, agrees that none notice received two (2) Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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 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 Collateral in accordance with Debt Obligations pursuant to this Agreement. (b) Notwithstanding , 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 clause (iany other Bankruptcy Law) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common 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 that existed as in any such sale or disposition in accordance with Section 363(k) of Title 11 of the date 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 commencement Senior Obligations. Each Second Priority Representative, for itself and on behalf of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the extent entry of an order approving such proceeds are not applied to repay the First-Priority Obligations)) and (ii) usage of cash or other collateral or approving such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligationsshall be adequate notice. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received three Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe adequate notice.

Financing Issues. (a) If Until the Company Discharge of Senior Obligations has occurred, if the Issuer 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 Issuer’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 or the Shared Collateral 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) or Section 1129 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 (including pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other applicable Bankruptcy Law) 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, for itself and on behalf of itself and each applicable Second-Priority Secured Party, agrees that none it no event shall any Second-Priority Representative or Second-Priority Secured Party offer to provide or propose (including through any affiliate) any DIP Financing to any Grantor or subsidiary thereof, unless (i) the First-Priority Secured Parties have not proposed a DIP Financing to the Company within thirty (30) days after the commencement of them shall assert a claim under section 507(bany Insolvency or Liquidation Proceeding and (ii) any such DIP Financing (1) ranks junior in right of priority with the First-Priority Obligations and (2) is not be secured by any assets or property of the Bankruptcy CodeCompany or its Subsidiaries that are not First-Priority Collateral.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

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. (b) Notwithstanding From and after the foregoingDischarge of First Lien Obligations until the Discharge of Second Lien Obligations has occurred, the provisions of clause (i) of Section 6.01(a) if any Credit Party shall only be applicable as to the Second-Priority Secured Parties with respect subject to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding and the Second Lien Collateral Agent or any other Second Lien Secured Party shall desire to consent (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (not object) to the extent such proceeds are use or lease of cash or other Collateral or to consent (or not applied object) to repay any Credit Party’s obtaining DIP Financing, then the First-Priority Obligations)) Third Lien Collateral Agent and (ii) such DIP Financing is secured by each Third Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable SecondThird Lien Secured Party under its Third Lien Debt Facility, each agrees that it will raise no objection to and will not otherwise contest (i) such use or lease of such cash or other Collateral, unless the Second Lien Collateral Agent or any other Second Lien Secured Party shall oppose or object to such use or lease of such Collateral (in which case, no Third Lien Secured Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Second Lien Secured Parties), (ii) such DIP Financing, unless the Second Lien Collateral Agent or any other Second Lien Secured Party shall oppose or object to such DIP Financing and, to the extent the Liens securing any Second Lien Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Collateral to (A) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Third Lien Obligations are so subordinated to Liens securing Second Lien Obligations under this Agreement, (B) any adequate protection Liens provided to the First Lien Secured Parties, and (C) any “carve-Priority out” for professional and United States Trustee fees agreed to by the First Lien Secured Parties or (iii) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Second Lien Obligations made by any the First Lien Collateral Agent or any other First Lien Secured Party; provided that, agrees that none of them shall assert a claim under section 507(b) in the case of 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 CodeLaw and provided the Third 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 Third 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 Third 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 Third Lien Secured Parties may request adequate protection in accordance with Section 6.03. No 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 Second Lien Obligations.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.57

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.petition financing.6

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section 507(b) of the Bankruptcy Code.

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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe 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. (b) Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations)) and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations. (c) Until the Discharge of First-Priority Obligations has occurred, each Second-. Each 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 none notice received two Business Days prior to the entry of them an order approving such usage of cash or other collateral or approving such financing shall assert a claim under section 507(b) of the Bankruptcy Codebe adequate notice.