Common use of Financing Issues Clause in Contracts

Financing Issues. Until the Discharge of Senior Obligations has occurred, if a Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or shall desire to consent (or not object) to the sale, use or lease of cash or other collateral or to consent (or not object) to the Borrowers’ or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will raise no (a) objection to and will not otherwise contest (or support any person in objecting or otherwise contesting) such sale, use or lease of such cash or other collateral or such DIP Financing and, except to the extent 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 any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Senior Collateral, (c) objection to (and will not otherwise contest or support any person in objecting to) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest or support any person in objecting to) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Financing Issues. Until the Discharge of Senior Obligations has occurred, if a Borrower the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any the Senior Representative or shall desire to consent (or not object) to the sale, use or lease of cash or other collateral or to consent (or not object) to the Borrowers’ Company’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it hereby consents to such sale, use or lease and (except to the extent permitted by this Section 6.01) it will raise no no: (a) objection to and will not otherwise contest (or support any person in objecting or otherwise contesting) such sale, use or lease of such cash or other collateral or such DIP Financing and, except to the extent constituting a Permitted Second Lien Action or permitted by the proviso in clause (ii) of this Section 3.01(a) and 6.01 or Section 6.03, will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens granted provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives, Representative; (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations and the Shared Collateral made by any the Senior Representative or any other Senior Secured Party with respect to the Senior Collateral, Party; (c) objection to (and will not otherwise contest or support any person in objecting tocontest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or to exercise any rights under Section 363(k1111(b) of the Bankruptcy Code with respect to the Shared Collateral; or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest or support any person in objecting to) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposingoppose) any order relating to a sale or other disposition of assets any of any Grantor the Shared Collateral for which any the Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, (1) that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement, (2) that net Proceeds of such sale shall be applied to reduce the Senior Obligations, and (3) Second Priority Debt Parties will not have been deemed to have waived the right to bid in connection with the sale; provided that notwithstanding the foregoing, the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such a sale or disposition that may be asserted by any unsecured creditor of any Grantor, Shared Collateral that is consistent with the respective rights and further provided that obligations of the Senior Secured Parties and the Second Priority Debt Parties are under this Agreement (without limiting the foregoing, Second Priority Debt Parties may not deemed to have waived raise any objections based on rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(kafforded by Sections 363(e) and (f) of the Bankruptcy Code (to secured creditors or any similar comparable provision under the Bankruptcy Code or of any other applicable lawBankruptcy 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. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Financing Issues. Until If the Discharge of Senior Obligations has occurred, if a Borrower Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or the First Priority Agent shall desire to consent (or not object) to permit the sale, use or lease of cash or other collateral or to consent (or not object) to permit the Borrowers’ Company or any other Grantor’s obtaining Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar provision of any other Bankruptcy Law (“DIP Financing”)) in an aggregate principal amount that when taken together with the principal amount of First Lien Claims under the Credit Agreement does not exceed the maximum principal amount of Indebtedness that could then be incurred by the Company under the Credit Agreement pursuant to clauses (2) and (14) of the definition of the term ‘Permitted Indebtedness” (as defined in the Indenture as in effect on the date hereof) and, in any event, which is not to be secured by any of the Second Priority Collateral, then each the Second Priority RepresentativeAgent, for itself and on behalf of each itself and the Second Priority Debt Party under its Second Priority Debt FacilityLenders, agrees that it will raise no (a) objection to and will not otherwise contest (or support any person in objecting or otherwise contesting) such sale, use or lease of such cash or other collateral or such DIP Financing and, except to the extent 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 (except to the extent permitted by Section 6.3 or relating to the Second Priority Collateral) and, to the extent the Liens securing any Senior Obligations the First Priority Claims are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Common Collateral (other than the Second Priority Collateral) to (x) such DIP Financing (and all obligations Obligations relating thereto) on the same basis as the Liens securing on the First Priority Collateral that secures the Second Priority Debt Obligations Claims are so subordinated to the Liens securing Senior Obligations thereon that secures the First Priority Claims under this Agreement, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Senior Collateral, (c) objection to (and will not otherwise contest or support any person in objecting to) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest or support any person in objecting to) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days calendar days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Financing Issues. Until the Discharge of Senior Obligations has occurred, if a the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or any Senior Secured Party shall desire to consent (or not object) to the sale, use or lease of cash or other collateral or to consent (or not object) to the Borrowers’ Borrower’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then each Second Junior Priority Representative, for itself and on behalf of each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, agrees that it will raise no (a) objection to and will not otherwise contest (or support any person in objecting or otherwise contestinga) such sale, use or lease of such cash or other collateral, unless a Senior Representative or any other Senior Secured Party shall oppose or object to such use of cash collateral (in which case, no 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 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 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 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 any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens granted provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives, ; (b) objection to (and will not otherwise contestc) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Senior Collateral, Party; (c) objection to (and will not otherwise contest or support any person in objecting tod) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, ; (d) objection to (and will not otherwise contest or support any person in objecting toe) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, ; or (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposingf) any order relating to a sale or other disposition of assets of any Grantor for to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Junior Priority Debt Obligations will attach to the Proceeds proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Junior Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Junior Priority Representative, for itself and on behalf of each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Financing Issues. Until the Discharge of Senior Obligations has occurred, if a the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Collateral Agent or any other Senior Representative or Secured Party shall desire to consent (or not object) to the sale, use or lease of cash or the sale or use of other collateral or to consent (or not object) to the Borrowers’ Borrower’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then each the Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of each Second other Junior Priority Debt Party under its Second Priority Debt FacilityParty, agrees that it will raise no (a) objection to and will not otherwise contest (or support any person in objecting or otherwise contestinga) such sale, use or lease of such cash or other collateral, unless the First Lien Collateral Agent shall oppose or object to such use of cash collateral or (in which case, no Second Lien Collateral Agent nor any other Junior Priority 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, so long as (1) the Second Lien Collateral Agent retains its Liens on the Junior Priority Collateral, for the benefit of the Junior Priority Parties, with the same priority relative to the Senior Obligations as is set forth in Section 2.01, (2) the sum of (A) the aggregate principal amount of such DIP Financing plus (B) the aggregate principal amount of the Senior Obligations does not exceed an amount equal to 120% of the aggregate principal amount of the Senior Obligations as of the date of filing with respect to such Insolvency or Liquidation Proceeding, (3) such DIP Financing is secured by a Lien on the Shared Collateral which is pari passu with or senior in priority to the Lien securing the Senior Obligations and (4) such DIP Financing does not compel any Grantor to seek to sell all or substantially all of its assets or seek confirmation of a specific Plan of Reorganization with respect to which all or a material portion of the material terms are set forth in the cash collateral order or DIP Financing documents (provided that, for the avoidance of doubt, plan terms regarding the liquidation of non-material assets or providing for payment in full in cash of the Senior Obligations are not material terms), and unless the First Lien Collateral Agent shall oppose or object to such DIP Financing (provided that the foregoing shall not prevent the Junior Priority 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 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 any Senior Obligations are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Junior Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens granted provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives, First Lien Collateral Agent; (b) objection to (and will not otherwise contestc) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations or the Shared Collateral made by any Senior Representative the First Lien Collateral Agent or any other Senior Secured Party with respect to the Senior Collateral, Party; (c) objection to (and will not otherwise contest or support any person in objecting tod) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, applicable law; (d) objection to (and will not otherwise contest or support any person in objecting toe) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, ; or (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposingf) 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 any Senior Representative the First Lien Collateral Agent has consented or not objected objected; provided that provides, to the extent such sale or other disposition is to be free and clear of Liens, that (1) the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale or other disposition on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided Agreement and (2) in the event that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with proceeds of any such sale or other disposition that shall not be applied (to the extent applicable) in accordance with Section 4.01 or to permanently reduce the obligations owing pursuant to any DIP Financing, the Second Lien Collateral Agent, for itself and on behalf of each other Junior Priority Party, may be asserted by object to or contest such use of proceeds to the extent applied other than in accordance with Section 4.01 or to permanently reduce the obligations owing pursuant to any unsecured creditor DIP Financing (but not, for the avoidance of any Grantordoubt, and further provided to such sale or disposition itself); provided, however, that the Second Junior Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable lawBankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each The Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of each Second other Junior Priority Debt Party under its Second Priority Debt FacilityParty, 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 DIP Financing shall be adequate notice. National Vision HoldingsNotwithstanding anything herein to the contrary, Inc. has requested confidential treatment the Junior Priority Parties shall be permitted to offer, propose and provide to the Borrower or any other Grantor any DIP Financing as long as (x) no then existing liens held by or on behalf of this registration statement and associated correspondence pursuant to Rule 83 any Junior Priority Party on any of the Securities Shared Collateral, including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding, may be “rolled up” or shall have a ranking in priority that is pari passu or higher in ranking to the liens securing the Senior Obligations, and Exchange Commissionshall have the same relative priority with respect to such liens as existed prior to the commencement of the case under the Bankruptcy Code (unless the proceeds of such DIP Financing are used to Discharge of Senior Obligations) and (y) the receipt by the Senior Secured Parties of adequate protection subject to Section 6.03.

Financing Issues. Until If the Discharge of Senior Obligations has occurred, if a Borrower Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or the First Lien Agent shall desire to consent (or not object) to permit the sale, use or lease of cash or other collateral or to consent (or not object) to permit the Borrowers’ Company or any other Grantor’s obtaining Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar provision of in any other Bankruptcy Law (“DIP Financing”), then each Second Priority RepresentativeAgent, for itself and on behalf of itself and each applicable Second Priority Debt Party under its Second Priority Debt FacilitySecured Party, agrees that it will raise no (a) objection to to, and will not support any objection to, and will not otherwise contest (or support any person in objecting or otherwise contestinga) such sale, use or lease of such cash or other collateral or such DIP Financing and, except to the extent 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 (except to the extent permitted by Section 6.3) and, to the extent the Liens securing any the Senior Obligations Lender Claims under the Credit Agreement or, if no Credit Agreement exists, under the other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Common Collateral and any other collateral to (x) such DIP Financing (and all obligations Obligations relating thereto) on the same basis as the other Liens securing the Second NY\1176130.13||| 038263-0065|| Priority Debt Obligations Claims are so subordinated to Liens securing Senior Obligations Lender Claims under this Agreement, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations Lender Claims made by any Senior Representative the First Lien Agent or any other holder of Senior Secured Party with respect to the Senior CollateralLender Claims, (c) objection to (and will not otherwise contest or support any person in objecting to) any lawful exercise by any holder of Senior Secured Party Lender Claims of the right to credit bid Senior Obligations Lender Claims at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy LawLender Collateral, (d) objection to (and will not otherwise contest or support any person in objecting to) any other request for judicial relief made in any court by any holder of Senior Secured Party Lender Claims relating to the lawful enforcement of any Lien on Senior Collateral, or (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Lender Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.or

Financing Issues. Until the Discharge of Senior Obligations has occurred, if a either Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or shall desire to consent (or not object) to the sale, use or lease of cash or other collateral or to consent (or not object) to the Borrowers’ such Borrower’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will raise no (a) objection to and will not otherwise contest or oppose or support (or support join with) any other person in objecting contesting or otherwise contestingopposing (a) such sale, use or lease of such cash or other collateral, unless a Senior Representative or any other Senior Secured Party shall oppose or object to such use of cash collateral (in which case, no Second Priority Representative nor any other Second Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) 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 in 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 and, to the extent the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens granted provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives; provided that as the maximum amount of 1 To be included subject to the structure of Additional Senior Debt or Additional Second Priority Lien Debt. indebtedness that may be outstanding from time to time in connection with such DIP Financing (not including any Senior Obligations rolled up therein) shall not exceed an amount equal to 10% 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”), (b) objection to (and will not otherwise contestc) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Senior CollateralParty, (c) objection to (and will not otherwise contest or support any person in objecting tod) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or otherwise under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest or support any person in objecting toe) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, Collateral or (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposingf) any order relating to a sale or other disposition of assets of any Grantor for to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or other disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that provided, further, (x) the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or of any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior ObligationsObligations 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 (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. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Financing Issues. Until If the Discharge of Senior Obligations has occurred, if a Borrower Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or Priority Agent shall desire to consent (or not object) to permit the sale, use or lease of cash or other collateral or to consent (or not objectas defined in Section 363(a) to of the Borrowers’ Bankruptcy Code or any other Grantor’s obtaining applicable provision of any other applicable Bankruptcy Law) or to permit the Company or any other Grantor to obtain or guarantee financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then each Second Junior Priority RepresentativeAgent, for itself and on behalf of itself and each Second applicable Junior Priority Debt Party under its Second Priority Debt FacilitySecured Party, agrees that it will raise no (a) objection to (and will not otherwise contest (or support any person in party objecting or otherwise contestingto) such sale, use or lease of such cash or other collateral or such DIP Financing andor the terms thereof, including but not limited to, any “carve out” with respect to the Senior Priority Collateral for professional and United States Trustee fees agreed to by any Senior Priority Agent or any other Senior Secured Parties, and will not request adequate protection or any other relief in connection therewith (except to the extent permitted by the proviso in clause (ii) of Section 3.01(a3.1(a) and by Section 6.03, will not request adequate protection or any other relief in connection therewith 6.4) and, to the extent the Liens securing any the Senior Priority Obligations under the Senior Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Common 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 Senior Priority Obligations under this Agreement, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Senior Collateral, (c) objection to (and will not otherwise contest or support any person in objecting to) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest or support any person in objecting to) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens; provided, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach amount of any DIP Financing shall not exceed an aggregate principal amount equal to the Proceeds 10% of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Maximum Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert Amount (excluding any objection to the proposed bidding procedures or protections to be utilized in connection with payment-in-kind interest at any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable lawtime outstanding), 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. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Financing Issues. Until the Discharge of Senior Obligations has occurred, if a Borrower the Borrowers or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or any Senior Secured Party shall desire to consent (or not object) to the sale, use or lease of cash or other collateral or to consent (or not object) to the Borrowers’ or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then each Second Junior Priority Representative, for itself and on behalf of each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, agrees that it will raise no (a) objection to and will not otherwise contest (or support any person in objecting or otherwise contestingi) such sale, use or lease of such cash or other collateral, unless each Senior Representative shall oppose or object to such use of cash collateral (in which case, no 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); or (ii) such DIP Financing, unless each 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 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 any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens granted provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives. Each Junior Priority Representative, (b) for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, further agrees that, until the Discharge of Senior Obligations has occurred, it will raise no objection to (and will not otherwise contestcontest or oppose (a) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Senior Collateral, Party; (c) objection to (and will not otherwise contest or support any person in objecting tob) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral in any Insolvency or Liquidation Proceeding or otherwise under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, ; (d) objection to (and will not otherwise contest or support any person in objecting toc) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral; or (d) any election made by any Senior Representative or any other Senior 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 Shared Collateral, or (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition (including pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) of assets or property of any Grantor for to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Junior Priority Debt Obligations will attach to the Proceeds proceeds of the sale or other disposition on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Junior Priority Debt Obligations pursuant to this Agreement; provided provided, that the Second Junior Priority Debt Parties may assert Representative, for itself and on behalf of the Junior Priority Debt Parties, reserves the right to raise any objection that could be raised by an unsecured creditor of the Grantors to the such proposed bidding procedures or protections prior to be utilized in connection with any approval of such sale or disposition that may be asserted procedures by any unsecured creditor of any Grantorthe Bankruptcy Court; provided, and further provided however, that the Second Junior Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable lawBankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Junior Priority Representative, for itself and on behalf of each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.