Common use of Financing Matters Clause in Contracts

Financing Matters. (a) If any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to the ABL Priority Collateral consents (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding at any time prior to the First Priority Obligations Payment Date, and if the First Priority Representative with respect or the other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and on any Adequate Protection Liens provided in respect thereof Common Collateral (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate noticenotice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect Lien Agents desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect Lien Agent agrees, subject to the ABL Priority Collateral agreesDIP Conditions, on behalf of itself and the other Second Priority Lien Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Lien Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing Financing, except as permitted by Section 5.4 set forth in paragraph 6.5 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority their Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the Liens securing the First Priority Liens on such ABL Priority Collateral Lien Obligations are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Lien Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral in connection therewith and (iii) to any reasonable and customary “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Lien Agents, and (d) agrees that any notice received three (3) business days prior to the filing of the motion seeking entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice. If any Loan Party becomes subject to any Insolvency Proceeding and the First Lien Secured Parties provide a DIP Financing that satisfies the DIP Conditions and this Section 6.3, the Second Lien Agent agrees, on behalf of itself and the other Second Lien Secured Parties, that none of the Second Lien Secured Parties shall provide DIP Financing to any Loan Party secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations (other than the Excess First Lien Obligations) or the Liens securing such DIP Financing provided by the First Lien Secured Parties or that affords the lenders under any DIP Financing provided to any Loan Party by any Second Lien Secured Party a claim that is equal or senior to any adequate protection claims of the First Lien Secured Parties in respect of their interests in the Common Collateral, without the prior written consent of the First Lien Agents. Notwithstanding anything herein to the contrary, the Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, solely in their capacity as unsecured creditors and not as secured creditors of any Loan Party, may raise any objections to any use, sale, or lease of “cash collateral”, or DIP Financing that could be raised by any unsecured creditor of the Loan Parties.

Financing Matters. Buyer shall comply with its obligations under the Debt Commitment Letter and shall use its reasonable efforts to consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using its reasonable efforts to (ai) If any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative negotiate definitive agreements with respect to the ABL Priority Collateral consents Financing on the terms and conditions contained in the Debt Commitment Letter and (or does not objectii) satisfy all conditions to the use Debt Financing to the extent the satisfaction of ABL Priority Collateral constituting Common Collateral such conditions is within the control of Buyer. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Buyer will seek in good faith to arrange to obtain such portion from alternative sources on terms and conditions that are equivalent or more favorable to Buyer as promptly as practicable. Subject to the satisfaction by Seller of its obligations pursuant to Section 5.02, the conditions set forth in Section 10.01 and 10.02 (other than Section 10.02(e)) and the conditions to funding set forth in the Debt Commitment Letter (other than conditions the nonsatisfaction of which is solely the result of the failure of the Equity Financing to be consummated), Buyer will draw down on the Bridge Loans, the Senior Bridge Loans and the Senior Subordinated Bridge Loans (in each case, as defined in the Debt Commitment Letter) if adequate funding has not been obtained through the issuance of the Subordinated Notes and the Notes (in each case, as defined in the Debt Commitment Letter) and the senior secured portion of the Debt Financing, in each case, as necessary to enable the Debt Financing to be funded on or prior to the later of (A) May 31, 2006 and (B) the earlier of (1) June 30, 2006 and (2) the 30th day after the first date on which both (x) Seller shall have provided Buyer with all financial information reasonably necessary to complete an offering memorandum for the avoidance of doubt, including but Subordinated Notes and Notes financing (it being understood that such requirement shall not limited to be satisfied if such information would go “stale” within such 30-day period) and (y) the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”conditions set forth in Section 10.01(a), then the Second Priority Representative with respect to the ABL Priority Collateral agrees10.01(b), on behalf of itself 10.01(c), 10.02(b) and 10.02(c) have been satisfied and the other Second Priority Secured Parties with respect to parties reasonably expect that the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (acondition set forth in Section 10.01(e) will be deemed satisfied within 30 days. Buyer will give Seller prompt notice of any material breach by any party of the Debt Commitment Letter or any termination of the Debt Commitment Letter. To the extent reasonably requested by Seller, Buyer will keep Seller informed on a current basis in reasonable detail of the status of its efforts to have consented consummate the Financing. Buyer will not agree to any material amendment or modification to, will raise no objection to, and will not support or grant or seek any other Person objecting towaiver under, the use of Debt Commitment Letter without first consulting with Seller and, if such ABL Priority Collateral amendment, modification or waiver would or would reasonably be expected to such ABL Priority DIP Financing, (b) shall only request adversely affect or accept adequate protection delay in connection with any material respect Buyer’s ability to consummate the use of such ABL Priority Collateral or such ABL Priority DIP Debt Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority LiensClosing, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate noticereceiving Seller’s prior written consent.

Financing Matters. (a) If any Grantor Obligor becomes subject to any Insolvency Proceeding, and if the Collateral Agent, the First Priority Representative with respect Lien Agent or the First Lien Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the sale, use or lease of ABL Priority cash or other Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Obligor under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Obligor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral Lien Agent agrees, on behalf of itself and the other Second Priority Lien Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Lien Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the sale, use or lease of such ABL Priority cash or other Collateral or to such ABL Priority DIP Financing, (bii) shall only will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such ABL Priority cash or other Collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 5.04 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (ix) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on with the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Lien Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiz) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the Collateral Agent, the First Priority Representative with respect to the ABL Priority Collateral Lien Agent or the other First Priority Lien Secured Parties with respect to the ABL Priority Collateral Parties, and (div) agrees that any notice received three (3) Business Days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If Until the Discharge of First Priority Obligations has occurred, if the Borrower or any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect desires to the ABL Priority Collateral consents (or does not object) to permit the use of ABL Priority Collateral constituting Common Collateral (for cash collateral or to permit the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by Borrower or any Grantor during any Insolvency Proceeding obtaining financing under Section 363 or provides financing to any Grantor under Section 364 of the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or other similar provision in any third party, being referred to herein as an Bankruptcy Law (“ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, to and will not support any other Person objecting to, the object to such use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below5.4, (c) to the extent the Liens securing the First Priority Obligations are subordinated or pari passu with such DIP Financing or any “carve out”, will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or in the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Common Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner all obligations related thereto) on the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided same basis as they are subordinated to the First Priority Secured Parties with Obligations and (d) will raise no objection to, and will not otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to of the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to Obligations made by the First Priority Representative with respect to the ABL Priority Collateral or the other any First Priority Secured Party; provided that (A) such DIP Financing shall not, together with the First Priority Outstanding Amount, exceed the sum of the Maximum First Priority Amount, plus $40,000,000, (B) the Second Priority Secured Parties with respect shall retain the right to object to any ancillary agreements or arrangement regarding the use of cash collateral or the DIP Financing that are materially adverse to the ABL Second Priority Collateral Secured Parties, (C) if obtained by the First Priority Secured Parties, the Second Priority Secured Parties shall have the right to seek adequate protection in the form of cash payments for fees and expenses only, (D) the Second Priority Secured Parties shall have the right to object to any DIP Financing that compels the Borrower or any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing agreement and (dE) agrees that any notice the proposed cash collateral order or DIP Financing agreement does not expressly require the sale of all or substantially all of the Common Collateral prior to a default under such events found to be adequate by the bankruptcy court shall be adequate noticecash collateral order or such DIP Financing agreement.

Financing Matters. (a) If any Grantor Credit Party becomes subject to any Insolvency Proceeding, and if the Collateral Agent, the First Priority Representative with respect Lien Agent or the First Lien Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the sale, use or lease of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor other collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Credit Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Credit Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral Lien Agent agrees, on behalf of itself and the other Second Priority Lien Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Lien Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the sale, use or lease of such ABL Priority Collateral cash or other collateral or to such ABL Priority DIP Financing, (bii) shall only will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such ABL Priority Collateral cash or other collateral or such ABL Priority DIP Financing except as permitted by Section set forth in paragraph 5.4 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (ix) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on with the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Lien Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiz) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the Collateral Agent, the First Priority Representative with respect to the ABL Priority Collateral Lien Agent or the other First Priority Lien Secured Parties with respect to the ABL Priority Collateral Parties, and (div) agrees that any notice received three (3) business days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect or the First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code (including, without limitation, financing including a priming Lien under Section 364(d) of the Bankruptcy Code) or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (bii) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by Section 5.4 set forth in paragraph 5.04 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (ix) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and thereto(and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiz) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect or the First Priority Secured Parties, and (iv) agrees that notice received two (2) calendar days prior to the ABL entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice; provided, however that the Second Priority Collateral or Second Parties may object to a DIP Financing (i) on the basis that they are not receiving adequate protection permitted under paragraph 5.04 below, (ii) to the extent the outstanding principal amount of the DIP Financing and the principal amount of the other First Priority Secured Parties with respect Obligations exceed the Maximum First Priority Obligations Amount or (iii) if they do not retain a Lien on the Common Collateral or the proceeds thereof at the same priority as existed prior to the ABL Priority Collateral and (d) agrees that any notice commencement of such events found Insolvency Proceeding subject to any priming Lien in such DIP Financing and the priority of the First Priority Liens provided hereunder. No Second Priority Secured Party shall propose or support any third party who proposes any DIP Financing without the express written consent of the First Priority Representative, which consent may be adequate by withheld in the bankruptcy court shall be adequate noticesole discretion of the First Priority Representative.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect or the other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority CollateralParties, and the Third Junior Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Junior Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third or Junior Priority Secured Party Party, as applicable, (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, provided that, except as otherwise agreed by the Second Priority Representative, the principal amount of such DIP Financing does not exceed (together with amounts outstanding under the First Priority Agreements which are subject to the Cap Amount) the Cap Amount, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by Section set forth in paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Junior Priority Liens, as applicablethe case may be, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect or the First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code (including, without limitation, financing including a priming Lien under Section 364(d) of the Bankruptcy Code) or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (bii) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by Section set forth in paragraph 5.4 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (ix) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiz) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect or the First Priority Secured Parties, and (iv) agrees that notice received two (2) calendar days prior to the ABL entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice; provided, however that the Second Priority Collateral or Second Parties may object to a DIP Financing (i) on the basis that they are not receiving adequate protection permitted under paragraph 5.4 below, (ii) to the extent the outstanding principal amount of the DIP Financing and the principal amount of the other First Priority Secured Parties with respect Obligations exceed the Maximum First Priority Obligations Amount or (iii) if they do not retain a Lien on the Common Collateral or the proceeds thereof at the same priority as existed prior to the ABL Priority Collateral and (d) agrees that any notice commencement of such events found Insolvency Proceeding subject to any priming Lien in such DIP Financing and the priority of the First Priority Liens provided hereunder. No Second Priority Secured Party shall propose or support any third party who proposes any DIP Financing without the express written consent of the First Priority Representative, which consent may be adequate by withheld in the bankruptcy court shall be adequate noticesole discretion of the First Priority Representative.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding at any time prior to the Revolving Facility Obligations Payment Date, and if the First Priority Representative with respect Revolving Facility Agent or the other Revolving Facility Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL cash collateral that constitutes Revolving Facility Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority Revolving Facility DIP Financing”), which Revolving Facility DIP Financing shall be secured by the Revolving Facility Priority Collateral, then the Second Priority Representative with respect to the ABL Priority Collateral Term Facility Agent agrees, on behalf of itself and the other Second Priority Term Facility Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Term Facility Secured Party and each such Third Priority Secured Party Party, so long as the aggregate amount of the Revolving Facility DIP Financing does not exceed $165,000,000, (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority Revolving Facility DIP Financing, (bii) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority Revolving Facility DIP Financing except as permitted by Section set forth in paragraph 5.4 below, and (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Term Facility Liens on the Revolving Facility Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof Collateral (iA) to the Liens on such ABL Priority Collateral securing such ABL Priority Revolving Facility DIP Financing on the same terms and conditions as the First Priority Revolving Facility Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Revolving Facility Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiC) to any “carve-out,” with respect to the ABL Priority Collateral including for professional and United States Trustee fees debtor’s professionals, agreed to by the First Priority Representative with respect to the ABL Priority Collateral Revolving Facility Agent or the other First Priority Revolving Facility Secured Parties with respect Parties, so long as (1) the Term Facility Agent retains the Term Facility Liens on the Common Collateral to secure the Term Facility Obligations (in each case, including proceeds thereof arising after the commencement of any such Insolvency Proceeding), and, as to the ABL Term Facility Priority Collateral only, such Lien has the same priority as existed prior to the commencement of such Insolvency Proceeding and any Lien securing such Revolving Facility DIP Financing is junior and subordinate to the Term Facility Lien on the Term Facility Priority Collateral, (2) all Liens on Revolving Facility Priority Collateral securing any such Revolving Facility DIP Financing shall be senior to or on a parity with the Revolving Facility Liens on such Revolving Facility Priority Collateral and (d3) agrees if the Revolving Facility Agent receives a replacement or adequate protection Lien on post-petition assets of any Loan Party that any notice of constitute Term Facility Priority Collateral (the “Term Facility Post-Petition Assets”) to secure the Revolving Facility Obligations, (x) such events found replacement or adequate protection Lien on such Term Facility Post-Petition Assets is junior and subordinate to be the Term Facility Lien on such Term Facility Post-Petition Assets and (y) the Term Facility Agent also receives a replacement or adequate by protection Lien on such Term Facility Post-Petition Assets to secure the bankruptcy court shall be adequate noticeTerm Facility Obligations.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect Senior Agent or the other Senior Creditors desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), ) then the Second Priority Representative with respect to the ABL Priority Collateral Subordinated Lender agrees, on behalf of itself and the other Second Priority Secured Parties Subordinated Creditors, that each Subordinated Creditor (i) will take no position contrary to the Senior Creditors, nor support any Person who takes a position contrary to the Senior Creditors with respect to the ABL Priority Collateraluse of such cash collateral or to such DIP Financing, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (aii) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (biii) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by Section 5.4 set forth in paragraph 7.4 below, (civ) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Subordinated Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (ix) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Senior Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral Senior Creditors and (iiiz) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral Senior Agent or the other First Priority Secured Parties with respect to the ABL Priority Collateral Senior Creditors and (dv) agrees that any notice received two (2) calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice. For the avoidance of doubt, any amounts advanced to a Loan Party as part of a DIP Financing shall not apply toward or be restricted by the Senior TDI Collateral Limit and shall not be subject to Section 6.1.

Financing Matters. (a) If With respect to each Type of Common Collateral, if any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to the ABL Priority Collateral consents (or does not object) to the use of ABL Priority Collateral constituting such Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor Loan Party during any Insolvency Proceeding or provides financing to any Grantor Loan Party under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein therein as an a “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority CollateralParties, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Common Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Common Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicablethe case may be, and any Adequate Protection Liens provided in respect thereof thereof, (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on with the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateralprotection, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral Liens, provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice. With respect to each Type of Common Collateral, after the ABL occurrence of the First Priority Obligations Payment Date, if the Second Priority Representative consents (or does not object) to the use of such Common Collateral by any Loan Party during any Insolvency Proceeding or to any DIP Financing, then the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that each Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such Common Collateral or to such DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such Common Collateral or such DIP Financing as permitted by Section 5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Third Priority Liens and any Adequate Protection Liens provided in respect thereof (i) to such DIP Financing with the same terms and conditions as the Second Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection, including, without limitation, Adequate Protection Liens, provided to the Second Priority Secured Parties and (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the Second Priority Representative or the other Second Priority Secured Parties and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the Controlling First Lien Priority Representative with respect or the other First Lien Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the each Second Lien Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Lien Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Lien Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by Section set forth in paragraph 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) (x) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens are subordinated thereto or (y) if such DIP Financing is secured by Liens which are equally and ratably ranked with the First Priority Liens, to such DIP Financing on such ABL the same terms as the Second Priority Collateral Liens are subordinated to such the First Priority Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and any such subordination under clause (x) or (y) will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Lien Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the Controlling First Lien Priority Representative with respect to the ABL Priority Collateral or the other First Lien Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two Business Days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If the Company or any other Grantor becomes shall be subject to any Insolvency Proceeding, Proceeding and if the First Priority Representative with respect to the ABL Priority Collateral consents (or does not object) Agent shall desire to permit the use of ABL Priority Collateral constituting Common Collateral (for cash collateral or to permit the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (Company or any other Grantor to obtain financing under Section 363 or Section 364 of them) Title 11 of the United States Code or any third party, being referred to herein as an similar Bankruptcy Law (the “ABL Priority DIP Financing”)) in an aggregate principal amount that when taken together with the principal amount of ABL Obligations under the Existing ABL Agreement does not exceed the maximum principal amount of Indebtedness that could then be incurred by the Company under the Existing ABL Agreement (as in effect on the date hereof) pursuant to clauses (1) and (16) of the definition of the term “Permitted Debt” (as defined in the Existing Indenture as in effect on the date hereof) and, in any event, which is not to be secured by any of the Indenture Priority Collateral other than liens that are subordinated or pari passu with the liens on the ABL Secured Parties in the Indenture Priority Collateral, then the Second Priority Representative with respect to the ABL Priority Collateral agreesIndenture Agent, on behalf of itself and the other Second Priority Indenture Secured Parties with respect to the ABL Priority CollateralParties, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, agrees that each such Second Priority Secured Party and each such Third Priority Secured Party it (ax) will be deemed to have consented to, will raise no objection to, to such use of cash collateral or DIP Financing and will not support request adequate protection or any other Person objecting to, the use of such ABL Priority Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection relief in connection with therewith (except to the use of such ABL Priority Collateral or such ABL Priority DIP Financing as extent permitted by Section 5.4 below, 6.4 or relating to Indenture Priority Collateral) and (cy) will subordinate its Liens in the Common Collateral (and will be deemed hereunder to have subordinated) other than the Second Indenture Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (iCollateral) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner all Obligations relating thereto) on the terms of this Agreement), (ii) to any adequate protection with respect to same basis as the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided that secures the Indenture Obligations are subordinated to the First Priority Secured Parties with respect Liens thereon that secures that ABL Obligations under this Agreement, and agrees that notice received two calendar days prior to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral entry of an order approving such usage of cash collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of approving such events found to be adequate by the bankruptcy court financing shall be adequate notice.

Financing Matters. (a1) If any Grantor becomes subject to in any Insolvency Proceedingor Liquidation Proceeding and prior to the Discharge of First Lien Obligations, and if the First Priority Representative with respect Lien Secured Parties shall desire to permit the ABL Priority Collateral consents sale, use or lease of “Cash Collateral” (or does not objectas such term is defined in Section 363(a) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) other similar Bankruptcy Law), or to permit the Borrower or any third party, being referred other Grantor to herein as an obtain financing under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“ABL Priority DIP Financing”), whether from the First Lien Secured Parties or any other Person (subject to this Section 2.11(a)), then each of the Second Priority Representative with respect to the ABL Priority Collateral agrees, Agent (on behalf of the Second Lien Secured Parties and the Third Lien Secured Parties), the Second Lien Administrative Agent for itself and on behalf of the other Second Priority Lien Secured Parties with respect to the ABL Priority CollateralParties, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, Trustee for itself and on behalf of itself and the other Third Priority Lien Secured Parties with respect to the ABL Priority CollateralParties, agrees that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, it will raise no objection toto (or otherwise contest, and will not interfere with, or support any other Person objecting objection to, the ) such Cash Collateral use of such ABL Priority Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the including any proposed orders for such Cash Collateral use of such ABL Priority Collateral or such ABL Priority and/or DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) which are acceptable to the First Lien Secured Parties and, to the extent the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral Lien Obligations are subordinated to or pari passu with such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees (the “Carve-Out”) agreed to by the First Priority Representative with respect Lien Secured Parties, the Collateral Agent will, on its own behalf and on behalf of the Second Lien Secured Parties and the Third Lien Secured Parties, subordinate its Second Liens and Third Liens in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any replacement Liens granted to the ABL Priority First Lien Secured Parties, and (z) the Carve-Out agreed to by the First Lien Secured Parties, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the First Lien Secured Parties or to the extent permitted by Section 2.11(e)(1)); provided that, solely to the extent permitted by Section 2.11(e)(1), the Second Lien Secured Parties may object to such use of Cash Collateral or such DIP Financing; provided, further, that the other First Priority Second Lien Secured Parties with respect and the Third Lien Secured Parties retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests; provided, further, that the aggregate principal amount of the DIP Financing is subject to the ABL Priority Collateral limitation set forth in the definition of “First Lien Cap”, taking into account the maximum facility limit under such DIP Financing and, without limiting anything else in this Section 2.11(a), the Second Lien Secured Parties and (d) agrees the Third Lien Secured Parties retain the right to object to any DIP Financing on the basis that any notice the aggregate principal amount of such events found DIP Financing exceeds the limitation set forth in the definition of “First Lien Cap.” No Second Lien Secured Party or Third Lien Secured Party may, directly or indirectly, seek to be adequate provide DIP Financing to the Borrower or any other Grantor secured by Liens equal or senior in priority to the bankruptcy court shall be adequate noticeLiens securing any First Lien Obligations, provided, however, that if no First Lien Secured Party offers to provide DIP Financing consistent with this Section 2.11(a)(1) on or before the date of any hearing to approve Cash Collateral use or DIP Financing, then a Second Lien Secured Party may seek to provide such DIP Financing (provided that the aggregate principal amount of such DIP Financing is subject to the limitation set forth in the definition of “Second Lien Cap”, taking into account the maximum facility limit under such DIP Financing and, without limiting anything else in this Section 2.11(a), the First Lien Secured Parties and the Third Lien Secured Parties retain the right to object to any DIP Financing on the basis that the aggregate principal amount of such DIP Financing exceeds the limitation set forth in the definition of “Second Lien Cap”) secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations so long as such DIP Financing does not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations (unless the Liens securing such “roll-up” or refinancing are subordinated to the Liens securing the First Lien Obligations on the same basis as the Liens securing the Second Lien Obligations were so subordinated to the First Lien Obligations under this Agreement immediately prior to such “roll-up” or refinancing), and the First Lien Secured Parties may object thereto on any grounds; provided, further, that if no First Lien Secured Party or Second Lien Secured Party offers to provide DIP Financing to the extent permitted under this Section 2.11(a)(1) on or before the date of any hearing to approve Cash Collateral use or DIP Financing, then a Third Lien Secured Party may seek to provide such DIP Financing (provided that the aggregate principal amount of such DIP Financing is subject to the limitation set forth in the definition of “Third Lien Cap”, taking into account the maximum facility limit under such DIP Financing and, without limiting anything else in this Section 2.11(a), the First Lien Secured Parties and the Second Lien Secured Parties retain the right to object to any DIP Financing on the basis that the aggregate principal amount of such DIP Financing exceeds the limitation set forth in the definition of “Third Lien Cap”) secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations so long as such DIP Financing does not “roll-up” or otherwise include or refinance any pre-petition Third Lien Obligations (unless the Liens securing such “roll-up” or refinancing are subordinated to the Liens securing the First Lien Obligations and the Second Lien Obligations on the same basis as the Liens securing the Third Lien Obligations were so subordinated to the First Lien Obligations and the Second Lien Obligations under this Agreement immediately prior to such “roll-up” or refinancing), and the First Lien Secured Parties and the Second Lien Secured Parties may object thereto on any grounds.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the Revolving Credit Obligations Payment Date, and if the First Priority Representative with respect Revolving Lender or the other Revolving Credit Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority Revolving Credit DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral Term Loan Administrative Agent agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Term Loan Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority Revolving Credit DIP Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Lien or on any other grounds (and will not request any adequate protection solely as a result of such Revolving Credit DIP Financing, ) and (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Term Loan Liens on any Revolving Credit Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof Collateral (iA) to the Liens on such ABL Priority Collateral securing such ABL Priority Revolving Credit DIP Financing on the same terms and conditions as the First Priority Term Loan Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Revolving Credit Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiC) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral Revolving Lender or the other First Priority Revolving Credit Secured Parties Parties, so long as (v) the proposed Revolving Credit DIP Financing does not compel any Loan Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in such financing documentation, (w) the maximum principal amount of the Revolving Credit DIP Financing (together with respect any Revolving Credit Obligations that will not be repaid or fully cash collateralized with the proceeds of the initial advance under the Revolving Credit DIP Financing) will not exceed the Revolving Principal Debt Cap, (x) the Term Loan Administrative Agent retains its Term Loan Lien (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the ABL Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such Revolving Credit DIP Financing is junior and subordinate to the Term Loan Lien on the Term Loan Priority Collateral, (y) all Liens on Revolving Credit Priority Collateral securing any such Revolving Credit DIP Financing shall be senior to or on a parity with the Revolving Credit Lien on the Revolving Credit Priority Collateral and (dz) agrees that if the Revolving Lender receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the Revolving Credit Obligations, and such replacement or adequate protection Lien is on any notice of the Term Loan Priority Collateral, (1) such events found replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Loan Post-Petition Assets”) is junior and subordinate to the Term Loan Lien on the Term Loan Priority Collateral and (2) the Term Loan Administrative Agent also receives a replacement or adequate protection Lien on such Term Loan Post-Petition Assets of the debtor to secure the Term Loan Obligations. In no event will any of the Revolving Credit Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate by the bankruptcy court shall be adequate noticeprotection payments using Term Loan Priority Collateral.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect (acting at the direction of the requisite First Priority Secured Parties) desires to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by Section set forth in paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any replacement liens provided as adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL same terms as the Second Priority Collateral provided Liens are subordinated to the First Priority Secured Parties with respect to the ABL Priority Collateral Liens under this Agreement and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect Parties. Notwithstanding the foregoing, the aggregate principal amount of the DIP Financing shall not exceed an amount equal to the ABL sum of (x) $550,000,000 of new commitments plus (y) any amounts outstanding under the First Priority Collateral Agreement upon the commencement of the applicable Insolvency Proceeding (including Hedging Obligations, Cash Management Obligations and (dPlatinum Lease Obligations) agrees that any notice of such events found to be adequate by are converted, exchanged or otherwise rolled into the bankruptcy court shall be adequate noticepost-petition obligations outstanding under the DIP facility.

Financing Matters. (a) If any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect (acting at the direction of the requisite First Priority Secured Parties) desires to the ABL Priority Collateral consents (or does not object) to permit the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited cash collateral or to the use of any such ABL Priority Collateral that is cash collateral) by permit any Grantor during any Insolvency Proceeding to obtain financing under Section 363 or provides financing to any Grantor under Section 364 of Title 11 of the Bankruptcy United States Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or similar provision in any third party, being referred to herein as an Bankruptcy Law (“ABL Priority DIP Financing”), then the Second Junior Priority Representative with respect to the ABL Priority Collateral agreesRepresentative, for itself and on behalf of itself and the other Second each applicable Junior Priority Secured Parties with respect to the ABL Priority CollateralParty, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, agrees that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, it will raise no objection to, and will not support any other Person objecting objection to, the and will not otherwise contest 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 permitted by Section 5.4) and, to the extent the Liens securing the First Priority Obligations are subordinated or pari passu with such ABL Priority Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL in the Shared Collateral in favor of the Junior Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated Obligations to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner all Obligations relating thereto) on the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided same basis as they are subordinated to the First Priority Obligations. The Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Parties with Party, agrees that, in the event of an Insolvency Proceeding, it will raise no objection to, and will not support any objection to, and will not otherwise contest (a) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the of First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to Obligations made by the First Priority Representative with respect to or any First Priority Secured Party, (b) any lawful exercise by the ABL First Priority Collateral Representative or the any other First Priority Secured Parties with respect Party of the right to credit bid any First Priority Obligations at any sale in foreclosure of First Priority Collateral, (c) any other request for judicial relief made in any court by the First Priority Representative or any other First Priority Secured Party relating to the ABL lawful enforcement of any First Priority Collateral Lien and (d) agrees any order relating to a sale of assets of any Grantor for which the First Priority Representative has consented that any notice of such events found provides, to the extent the sale is to be adequate by free and clear of Liens, that the bankruptcy court shall be adequate noticeLiens securing the First Priority Obligations and the Second Priority Obligations will attach to the proceeds of the sale on the same basis of priority as the existing Liens in accordance with this Agreement.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect proposes, consents to the ABL Priority Collateral consents (or does not object) object to the continued use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral cash collateral that is cash collateral) subject to a Lien by any Grantor Loan Party during any such Insolvency Proceeding Proceeding, or provides proposes to provide financing to any Grantor Loan Party under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) object to the provision of such financing to any Grantor Loan Party by any third party (including, for the avoidance of doubt, any such financing that will result in the “roll-up” of all or any portion of the First Priority Obligations) (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an a “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (aw) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (bx) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing as to the extent permitted by Section 5.4 below, (cy) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof thereof, (i) so long as the First Priority Liens are junior to or pari passu with the Liens securing such DIP Financing, to such DIP Financing (and, if the First Priority Liens are junior to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing Financing, such subordination shall be on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated junior to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and Financing), it being understood that any such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateralprotection, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral Liens, provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional professional, Chapter 7 Trustee and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (dz) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the ABL Obligations Payment Date, and if the First Priority ABL Representative with respect or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Note Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Note Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Note Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Note Representative’s Lien on the Collateral to secure the Note Obligations or on any other grounds and (by) shall only will not request or accept any adequate protection in connection with the use solely as a result of such ABL Priority Collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Note Liens on such any ABL Priority Collateral securing (A) to such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect provided to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiC) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority ABL Representative with respect or the other ABL Secured Parties, so long as (x) the Note Representative retains their Lien on the Collateral to secure the Note Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Note Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Note Representative on the Note Priority Collateral, (y) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the other First Priority Secured Parties with respect to Liens of the ABL Representative and the ABL Lenders securing the ABL Obligations on ABL Priority Collateral and (dz) agrees that if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any notice of the Note Priority Collateral, (1) such events found replacement or adequate protection Lien on such post-petition assets which are part of the Note Priority Collateral (the “Note Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Note Representative on the Note Priority Collateral and (2) the Note Representative also receives a replacement or adequate protection Lien on such Note Post-Petition Assets of the debtor to secure the Note Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Note Priority Collateral and nothing contained herein shall be deemed to be a consent by Note Secured Parties to any adequate by the bankruptcy court shall be adequate noticeprotection payments using Note Priority Collateral.

Financing Matters. (a) If Until the Discharge of Pulitzer First Priority Obligations has occurred, if the Borrower or any Grantor becomes subject to any Insolvency Proceeding, and if the Pulitzer First Priority Representative with respect desires to the ABL Priority Collateral consents (or does not object) to permit the use of ABL Priority Collateral constituting Common Collateral (for cash collateral or to permit the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by Borrower or any Grantor during any Insolvency Proceeding obtaining financing under Section 363 or provides financing to any Grantor under Section 364 of the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or other similar provision in any third party, being referred to herein as an Bankruptcy Law (“ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Pulitzer Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, to and will not support any other Person objecting to, the object to such use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below5.4, (c) to the extent the Liens securing the Pulitzer First Priority Obligations are subordinated or pari passu with such DIP Financing or any “carve out”, will subordinate (and will be deemed hereunder to have subordinated) the Pulitzer Second Priority Liens or in the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Common Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner all obligations related thereto) on the terms of this Agreement), (ii) to any adequate protection with respect same basis as they are subordinated to the ABL Priority Collateral provided to the Pulitzer First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Obligations and (d) agrees that will raise no objection to, and will not otherwise contest any notice motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of such events found to be adequate the Pulitzer First Priority Obligations made by the bankruptcy court Pulitzer First Priority Representative or any Pulitzer First Priority Secured Party; provided that (A) such DIP Financing shall be not, together with the Pulitzer First Priority Outstanding Amount, exceed the sum of the Pulitzer Maximum First Priority Amount, plus $40,000,000, (B) the Pulitzer Second Priority Secured Parties shall retain the right to object to any ancillary agreements or arrangement regarding the use of cash collateral or the DIP Financing that are materially adverse to the Pulitzer Second Priority Secured Parties, (C) if obtained by the Pulitzer First Priority Secured Parties, the Pulitzer Second Priority Secured Parties shall have the right to seek adequate noticeprotection in the form of cash payments for fees and expenses only, (D) the Pulitzer Second Priority Secured Parties shall have the right to object to any DIP Financing that compels the Borrower or any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing agreement and (E) the proposed cash collateral order or DIP Financing agreement does not expressly require the sale of all or substantially all of the Common Collateral prior to a default under such cash collateral order or such DIP Financing agreement.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding at any time prior to the First Priority Obligations Payment Date, and if the any First Priority Representative with respect or the other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the each Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateralrepresented by it, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate noticenotice and that notice received 15 calendar days prior to a hearing to approve DIP Financing or use of cash collateral on a final basis shall be adequate; provided that (i) the Second Priority Representative retains the right to object to any ancillary agreements or arrangements regarding the cash collateral use or the DIP Financing that are materially prejudicial to their interests and (ii) (A) the DIP Financing does not compel the Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (B) the DIP Financing documentation or cash collateral order does not expressly require the sale or other liquidation of the Common Collateral prior to a default under the DIP Financing documentation or cash collateral order. No Second Priority Creditor may propose or provide any DIP Financing which (i) rolls-up or otherwise includes or refinances all or any portion of any pre-petition Second Priority Obligations, (ii) compels the Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (iii) expressly requires the sale or other liquidation of the Common Collateral prior to a default under such DIP Financing documentation or (iv) is otherwise inconsistent with any provision of this Agreement.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect Lien Agent or the First Lien Creditors desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor by any third party Loan Party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), then the Second Priority Representative with respect to the ABL Priority Collateral Lien Trustee agrees, on behalf of itself and the other Second Priority Secured Parties with respect to Lien Creditors, that, until the ABL Priority CollateralFirst Lien Discharge Date, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party Lien Creditor (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL DIP Financing and DIP Financing Liens, unless (A) the First Lien Creditors, or a representative authorized by the First Lien Creditors (including, without limitation, the First Lien Agent), shall then oppose or object to such DIP Financing or DIP Financing Liens, or (B) such DIP Financing Liens are not senior to, or do not rank pari passu with, the Liens securing the First Priority DIP FinancingLiens, (bii) shall only will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such ABL Priority Collateral cash or other collateral or such ABL Priority DIP Financing except as permitted by Section set forth in paragraph 5.4 below, and (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Liens securing the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof Obligations (ix) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on Liens with the same terms and conditions as the Liens securing the First Priority Liens on such ABL Priority Collateral Lien Obligations are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral Lien Creditors and (iiiz) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative Lien Agent or the First Lien Creditors. Notwithstanding the foregoing, this Section 5.1 will only be binding on the Second Lien Creditors with respect to any DIP Financing to the ABL Priority Collateral or extent the other principal amount of such DIP Financing, when taken together with the aggregate principal amount of the First Priority Secured Parties with respect to Obligations (including drawn and undrawn amount of all outstanding letters of credit constituting First Lien Obligations) does not exceed the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate noticeFirst Lien Cap.

Financing Matters. (a) If any Grantor becomes Credit Party shall be subject to any Insolvency Proceeding, Proceeding and if the First Priority Representative with respect to or one or more of the ABL Priority Collateral consents (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the other First Priority Secured Parties with respect shall desire, prior to the ABL First Priority Collateral Obligations Payment Date, to permit the use of cash collateral or to provide financing to any such Credit Party (collectively, “DIP Financing”) under Section 363 or Section 364 of the Bankruptcy Code (or any of themsimilar provision under the law applicable to any Insolvency Proceeding) to be secured by all or any third party, being referred to herein as an “ABL Priority DIP Financing”)portion of the Common Collateral, then the Second Priority Representative with respect to the ABL Priority Collateral agreesRepresentative, on behalf of itself and the other Second Priority Secured Parties with respect Lenders, agrees that, so long as (i) the aggregate amount of all loans outstanding pursuant to the ABL First Priority CollateralAgreements (other than amounts added to principal as a result of capitalizing other First Priority Obligations not paid in cash) plus the aggregate amount of such DIP Financing does not exceed the Cap Amount, (ii) the interest rate, fees, advance rates, lending limits and sublimits are commercially reasonable under the circumstances, (iii) the Second Priority Representative retains a Lien on the Common Collateral (including Proceeds thereof arising after the commencement of such proceeding) with the same priority (subject to the priority of such DIP Financing) as existed prior to the commencement of the case under applicable law (an “Adequate Protection Lien”), (iv) the Second Priority Representative receives a replacement lien (a “Permitted Replacement Lien”) on post-petition assets to the same extent granted to First Priority Representative, with the same priority (subject to the priority of such DIP Financing) as existed prior to the commencement of the case under applicable law, and (v) such use of cash collateral or DIP Financing is subject to the terms of this Agreement, it will raise no objection to such DIP Financing, and the Third Second Priority Representative with respect to the ABL Priority Collateral agreesRepresentative, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will Lenders, hereby agrees that its Liens in the Common Collateral shall be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral or subordinated to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (iall obligations relating thereto) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on same extent and upon the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter specified in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice.

Financing Matters. (a) If any Grantor the Vendor becomes subject to any Insolvency ProceedingProceeding at any time prior to the Senior Debt Obligations Payment Date, and if the First Priority Senior Debt Representative with respect or the other Senior Debt Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubtcash collateral under any Insolvency Law, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding extent applicable or provides to provide financing to any Grantor the Vendor under the Bankruptcy Code secured by ABL Priority Collateral applicable Insolvency Laws or consents to consent (or does not object) to the provision of such financing to any Grantor Note Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority Senior Debt DIP Financing”), then the Second Priority Representative with respect to Purchaser agrees that the ABL Priority Collateral agrees, on behalf of itself Purchaser (i) (x) will consent and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, (and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed hereunder to have consented consented) to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority Senior Debt DIP FinancingFinancing on the grounds of a failure to provide “adequate protection” for the Royal Gold Lien on the Collateral to secure the Royal Gold Obligations or on any other grounds and (y) will not request any adequate protection, (b) shall only request or accept adequate protection to the extent applicable in connection with the use subject Insolvency Proceeding, solely as a result of such ABL Priority Collateral or such ABL Priority Senior Debt DIP Financing except, to the extent applicable, as permitted by set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Royal Gold Liens on any Senior Debt Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof Collateral (iA) to the Liens on such ABL Priority Collateral securing such ABL Priority Senior Debt DIP Financing on the same terms and conditions as the First Priority Senior Debt Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Senior Debt Secured Parties with respect to the ABL Priority CollateralParties, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiC) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Senior Debt Representative with respect to the ABL Priority Collateral or the other First Priority Senior Debt Secured Parties with respect and (D) to any court-ordered charge ranking senior to the ABL Senior Debt Liens agreed to by the Senior Debt Representative or other Senior Debt Parties, so long as (x) the Purchaser retains its Lien on the Collateral to secure the Royal Gold Obligations (in each case, including Proceeds thereof arising after the commencement of the Insolvency Proceeding) and, as to the Royal Gold Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under applicable Insolvency Law and any Lien securing such Senior Debt DIP Financing is junior and subordinate to the Lien of the Purchaser on the Royal Gold Priority Collateral, (y) all Liens on Senior Debt Priority Collateral securing any such Senior Debt DIP Financing shall be senior to or on a parity with the Liens of the Senior Debt Representative and the Senior Debt Lenders securing the Senior Debt Obligations on Senior Debt Priority Collateral and (dz) agrees if the Senior Debt Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the Senior Debt Obligations, and such replacement or adequate protection Lien is on any of the Royal Gold Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Royal Gold Priority Collateral (the “Royal Gold Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Purchaser on the Royal Gold Priority Collateral and (2) the Purchaser also receives a replacement or adequate protection Lien on such Royal Gold Post-Petition Assets of the debtor to secure the Royal Gold Obligations. In no event will any of the Senior Debt Secured Parties seek to obtain a priming Lien to secure any Senior Debt DIP Financing on any of the Royal Gold Priority Collateral and nothing contained herein shall be deemed to be a consent by the Purchaser to any adequate protection payments using Royal Gold Priority Collateral. Without prejudice to the rights of the Purchaser under this Agreement, the Senior Debt Representative may seek the appointment of a Receiver by the court over all of the Collateral (including all or any part of the Royal Gold Priority Collateral) and propose to the court that it grant the Receiver priming liens over all such Collateral for funding the costs of the receivership as is customary in Canadian receivership proceedings; provided, however, the Senior Debt Representative will not commence any Insolvency Proceeding for the appointment of a Receiver by a court with less notice to the Purchaser than is required by the applicable rules of court procedure, unless (i) the Senior Debt Representative reasonably determines that such an action is necessary to preserve and/or protect such Collateral from immediate damage or significant diminution in value and (ii) the Senior Debt Representative provides the Purchaser with no less than three (3) business day’s prior written notice of the hearing of the application to the court, to the extent possible; provided, however, that the Senior Debt Representative will not have any personal liability to the Purchaser for failure to provide the Purchaser with such events found prior written notice. The immediately forgoing sentence is not intended and shall not be construed as a waiver by the Purchaser of any statutory right to receive earlier notice from the Senior Debt Representative or other Person in connection with the appointment of a Receiver or an application to the court for the appointment of a Receiver. In no event shall the Purchaser sell or obtain a priming lien on any Senior Debt Priority Collateral in any Insolvency Proceedings or otherwise. Notwithstanding the granting of any priming liens by a court in favor of a Receiver over such Collateral, all rights and obligations of the Purchaser and the Senior Debt Representative are intended to be adequate by the bankruptcy court and shall be adequate noticedeemed to be subject to the Lien Priority and other terms and conditions of this Agreement.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect or the First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the sale, use or lease of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor other collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the sale, use or lease of such ABL Priority Collateral cash or other collateral or to such ABL Priority DIP Financing, (bii) shall only will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such ABL Priority Collateral cash or other collateral or such ABL Priority DIP Financing except as permitted by Section set forth in paragraph 5.4 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, (x) to such DIP Financing (and any Adequate Protection Liens provided in respect thereof (iall obligations related thereto) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as extent the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto or pari passu therewith (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiz) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (div) agrees that any notice received five (5) business days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the Senior Obligations Payment Date, and if the First Priority Senior Representative with respect desires to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority (or similar bankruptcy law) that represents proceeds of Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code (or does similar bankruptcy law) or to consent (or not object) to the provision of such financing to any Grantor Loan Party secured by a Lien on any third party Collateral (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then then, so long as (1) the Second Priority Representative maximum principal amount of Indebtedness that may be outstanding from time to time in connection with respect such DIP Financing, together with the principal amount of Senior Obligations outstanding at such time (after giving effect to the ABL Priority application of the proceeds of any DIP Financing to refinance all or any portion of the Senior Obligations) does not exceed the principal amount of $35,000,000, (2) subject to clause (B) of this subparagraph (a), each Junior Representative retains a Lien on all Collateral with the same priority as existed prior to the commencement of the Insolvency Proceeding, (3) to the extent that the Senior Representative is granted adequate protection in the form of a Lien on Collateral, each Junior Representative is permitted to seek a Lien on such additional Collateral as existed prior to the commencement of the Insolvency Proceeding and the Senior Representative agrees not to object to such action by the applicable Junior Representative, (4) the terms of such DIP Financing do not require Holdings or any other Loan Party to seek approval for any plan of reorganization that is inconsistent with this Agreement, and (5) the terms of such DIP Financing do not require any Junior Secured Parties to advance additional funds pursuant to such DIP Financing, each Junior Representative agrees, on behalf of itself and the other Second Priority respective Junior Secured Parties, that such Junior Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (aA) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted on the grounds of a failure to provide “adequate protection” for such Junior Representative’s Lien on the Collateral to secure the applicable Junior Obligations or on any other grounds and (B) if requested by Section 5.4 belowthe Senior Representative, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority applicable Junior Liens or the Third Priority Liens, as applicable, and on any Adequate Protection Liens provided in respect thereof Collateral (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Senior Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral Senior Representative and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Senior Representative, so long as such Junior Representative with respect retains its Lien on the Collateral to secure its Obligations (in each case, including Proceeds thereof arising after the ABL Priority Collateral or commencement of the other First Priority Secured Parties with respect to case under the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate noticeBankruptcy Code).

Financing Matters. (a1) If any Grantor becomes subject to in any Insolvency Proceedingor Liquidation Proceeding and prior to the Discharge of First Lien Obligations, and if the First Priority Representative with respect Lien Secured Parties shall desire to permit the ABL Priority Collateral consents sale, use or lease of “Cash Collateral” (or does not objectas such term is defined in Section 363(a) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) other similar Bankruptcy Law), or to permit the Borrower or any third party, being referred other Grantor to herein as an obtain financing under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“ABL Priority DIP Financing”), whether from the First Lien Secured Parties or any other Person (subject to this Section 2.11(a)), then each of the Second Priority Representative with respect to the ABL Priority Collateral agrees, Agent (on behalf of the Second Lien Secured Parties and the Third Lien Secured Parties), the Second Lien Administrative Agent for itself and on behalf of the other Second Priority Lien Secured Parties with respect to the ABL Priority CollateralParties, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, Trustee for itself and on behalf of itself and the other Third Priority Lien Secured Parties with respect to the ABL Priority CollateralParties, agrees that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, it will raise no objection toto (or otherwise contest, and will not interfere with, or support any other Person objecting objection to, the ) such Cash Collateral use of such ABL Priority Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the including any proposed orders for such Cash Collateral use of such ABL Priority Collateral or such ABL Priority and/or DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) which are acceptable to the First Lien Secured Parties and, to the extent the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral Lien Obligations are subordinated to or pari passu with such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees (the “Carve-Out”) agreed to by the First Priority Representative with respect Lien Secured Parties, the Collateral Agent will, on its own behalf and on behalf of the Second Lien Secured Parties and the Third Lien Secured Parties, subordinate its Second Liens and Third Liens in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any replacement Liens granted to the ABL Priority First Lien Secured Parties, and (z) the Carve-Out agreed to by the First Lien Secured Parties, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the First Lien Secured Parties or to the extent permitted by Section 2.11(e)(1)); provided that, solely to the extent permitted by Section 2.11(e)(1), the Second Lien Secured Parties may object to such use of Cash Collateral or such DIP Financing; provided, further, that the other First Priority Second Lien Secured Parties with respect and the Third Lien Secured Parties retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests; provided, further, that the aggregate principal amount of the DIP Financing is subject to the ABL Priority Collateral limitation set forth in the definition of “First Lien Cap”, taking into account the maximum facility limit under such DIP Financing and, without limiting the foregoing, the Second Lien Secured Parties and (d) agrees the Third Lien Secured Parties retain the right to object to any DIP Financing on the basis that any notice the aggregate principal amount of such events found DIP Financing exceeds the limitation set forth in the definition of “First Lien Cap.” No Second Lien Secured Party or Third Lien Secured Party may, directly or indirectly, seek to be adequate provide DIP Financing to the Borrower or any other Grantor secured by Liens equal or senior in priority to the bankruptcy court shall be adequate noticeLiens securing any First Lien Obligations, provided, however, that if no First Lien Secured Party offers to provide DIP Financing consistent with this Section 2.11(a)(1) on or before the date of any hearing to approve Cash Collateral use or DIP Financing, then a Second Lien Secured Party may seek to provide such DIP Financing (provided that the aggregate principal amount of such DIP Financing is subject to the limitation set forth in the definition of “Second Lien Cap”, taking into account the maximum facility limit under such DIP Financing and, without limiting the foregoing, the First Lien Secured Parties and the Third Lien Secured Parties retain the right to object to any DIP Financing on the basis that the aggregate principal amount of such DIP Financing exceeds the limitation set forth in the definition of “Second Lien Cap”) secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations so long as such DIP Financing does not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations (unless the Liens securing such “roll-up” or refinancing are subordinated to the Liens securing the First Lien Obligations on the same basis as the Liens securing the Second Lien Obligations were so subordinated to the First Lien Obligations under this Agreement immediately prior to such “roll-up” or refinancing), and the First Lien Secured Parties may object thereto on any grounds; provided, further, that if no First Lien Secured Party or Second Lien Secured Party offers to provide DIP Financing to the extent permitted under this Section 2.11(a)(1) on or before the date of any hearing to approve Cash Collateral use or DIP Financing, then a Third Lien Secured Party may seek to provide such DIP Financing (provided that the aggregate principal amount of such DIP Financing is subject to the limitation set forth in the definition of “Third Lien Cap”, taking into account the maximum facility limit under such DIP Financing and, without limiting the foregoing, the First Lien Secured Parties and the Second Lien Secured Parties retain the right to object to any DIP Financing on the basis that the aggregate principal amount of such DIP Financing exceeds the limitation set forth in the definition of “Third Lien Cap”) secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations so long as such DIP Financing does not “roll-up” or otherwise include or refinance any pre-petition Third Lien Obligations (unless the Liens securing such “roll-up” or refinancing are subordinated to the Liens securing the First Lien Obligations and the Second Lien Obligations on the same basis as the Liens securing the Third Lien Obligations were so subordinated to the First Lien Obligations and the Second Lien Obligations under this Agreement immediately prior to such “roll-up” or refinancing), and the First Lien Secured Parties and the Second Lien Secured Parties may object thereto on any grounds.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the ABL Obligations Payment Date, and if the First Priority Representative with respect ABL Lender desires to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by (or similar bankruptcy law) that represents proceeds of ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code (or does similar bankruptcy law) or to consent (or not object) to the provision of such financing to any Grantor Loan Party secured by a Lien on any third party ABL Priority Collateral (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then then, so long as (1) the Second Priority Representative maximum principal amount of Indebtedness that may be outstanding from time to time in connection with respect such ABL DIP Financing, together with the principal amount of ABL Obligations outstanding at such time (after giving effect to the application of the proceeds of any ABL DIP Financing to refinance all or any portion of the ABL Obligations) may not exceed the principal amount of $35,000,000, (2) subject to clause (A) of this subparagraph (a), the Noteholder Agent retains a Lien on all ABL Priority Collateral with the same priority as existed prior to the commencement of the Insolvency Proceeding, (3) to the extent that the ABL Lender is granted adequate protection in the form of a Lien on Collateral, the Noteholder Agent is permitted to seek a Lien on such additional Collateral as existed prior to the commencement of the Insolvency Proceeding, (4) the terms of such ABL DIP Financing do not require Holdings or any other Loan Party to seek approval for any plan of reorganization that is inconsistent with this Agreement, and (5) the terms of such ABL DIP Financing do not require any Indenture Secured Parties to advance additional funds pursuant to such ABL DIP Financing, the Noteholder Agent agrees, on behalf of itself and the other Second Priority Indenture Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Indenture Secured Party (aA) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted on the grounds of a failure to provide “adequate protection” for the Noteholder Agent’s Lien on the Notes Collateral to secure the Indenture Obligations or on any other grounds and (B) if requested by Section 5.4 belowthe ABL Lender, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Indenture Liens on any ABL Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof Collateral (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect provided to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral Lender and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect ABL Lender, so long as (x) the Noteholder Agent retains its Lien on the Notes Collateral to secure the Indenture Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Noteholder Agent on the Notes Priority Collateral, (y) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the other First Priority Secured Parties with respect to Liens of the ABL Lender securing the ABL Obligations on ABL Priority Collateral and (dz) agrees if the ABL Lender receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Notes Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Notes Priority Collateral (the “Note Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Noteholder Agent on the Notes Priority Collateral and (2) the ABL Lender shall request in its ABL DIP Financing motion that the Noteholder Agent also receive a replacement or adequate protection Lien on such Note Post-Petition Assets of the debtor to secure the Indenture Obligations. In no event will the ABL Lender seek to obtain a priming Lien on any notice of such events found the Notes Priority Collateral and nothing contained herein shall be deemed to be a consent by Indenture Secured Parties to any adequate by the bankruptcy court shall be adequate noticeprotection payments using Notes Priority Collateral.

Financing Matters. (a) If Until the First Lien Obligations have been Paid in Full, if any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Lien Representative with respect or one or more of the other First Lien Secured Parties desire to the ABL Priority Collateral consents (or does not object) consent to the use of ABL Priority Collateral constituting Common Collateral (for cash collateral under the avoidance of doubt, including but not limited Bankruptcy Code or to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides provide financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Lien Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Lien Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such the Second Priority Secured Party Lien Representative and each such Third Priority Second Lien Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 5.04 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority second-priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority first-priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Lien Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect for fees to the ABL Priority Collateral for professional agent and United States Trustee fees any arranger in respect of such DIP Financing agreed to by the First Priority Lien Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice received five calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice; provided that (i) the aggregate principal amount of any DIP Financing, when taken together with any First Lien Obligations that are not repaid with such DIP Financing, shall not exceed an amount equal to the sum of (X) the First Lien Cap plus (Y) $100,000,000, (ii) the Liens on the collateral securing the DIP Financing are senior to or pari passu with the Liens securing the First Lien Obligations and (iii) the foregoing shall not prevent the Second Lien Secured Parties from (A) proposing any other DIP Financing to any Grantor or to a court of competent jurisdiction or (B) objecting to (1) any aspect of a DIP Financing relating to any provision or content of a plan of reorganization or any sub xxxx plan or (2) any DIP Financing if the Second Lien Secured Parties do not receive replacement Liens on all post-petition assets of any Grantors in which any of the First Lien Secured Parties obtain a replacement Lien (to the extent that such assets constitute Collateral), in each case with the same priority as existed prior to such Insolvency Proceeding.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect or the other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law or to provide financing to any Loan Party under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on to the same terms and conditions as extent the First Priority Liens on such ABL Priority Collateral are subordinated to or pari passu with such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral Liens provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees or similar administrative priority agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such DIP Financing shall be adequate notice, in each case provided that (1) subject to this Agreement, the Second Priority Representative retains its Liens with respect to the Common Collateral of any US Loan Party that existed as of the date of the commencement of the applicable Insolvency Proceeding (including proceeds thereof arising after the commencement of such Insolvency Proceeding), (2) the proposed cash collateral use or DIP Financing does not compel any Loan Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the cash collateral order or DIP Financing documentation, as applicable, (3) any Second Priority Secured Party may seek and retain adequate protection as permitted by this Agreement and (4) the aggregate principal amount of the DIP Financing plus the then outstanding aggregate principal amount of First Priority Obligations (excluding Permitted Bank Product Obligations) does not exceed the sum of $75.0 million plus the Maximum First Lien Obligations (it being understood that any “roll up” transaction or refinancing of the First Priority Obligations shall not be deemed to reduce the amount of DIP Financing permitted hereunder). The Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that no such Person shall provide to the Company or any other US Loan Party a DIP Financing to the extent that the Second Priority Representative or any Second Priority Secured Party would, in connection with such DIP Financing, be granted a Lien on the Common Collateral senior to or pari passu with the Liens of the First Priority Representative thereon securing the First Priority Obligations, without the consent of the First Priority Representative.

Financing Matters. (a) If With respect to each Type of Common Collateral, if any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to the ABL Priority Collateral consents (or does not object) to the use of ABL Priority Collateral constituting such Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor Loan Party during any Insolvency Proceeding or provides financing to any Grantor Loan Party under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein therein as an a “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Common Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Common Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof thereof, (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on with the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateralprotection, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral Liens, provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect Senior Agent or the other Senior Creditors desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority "DIP Financing”), ") then the Second Priority Representative with respect to the ABL Priority Collateral Subordinated Lender agrees, on behalf of itself and the other Second Priority Secured Parties Subordinated Creditors, that each Subordinated Creditor (i) will take no position contrary to the Senior Creditors, nor support any Person who takes a position contrary to the Senior Creditors with respect to the ABL Priority Collateraluse of such cash collateral or to such DIP Financing, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (aii) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (biii) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by Section 5.4 set forth in paragraph 7.4 below, (civ) will subordinate (and will wil! be deemed hereunder to have subordinated) the Second Priority Subordinated Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (ix) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Senior Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), and (iiy) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral Senior Creditors and (iiiz) to any “"carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees " agreed to by the First Priority Representative with respect to the ABL Priority Collateral Senior Agent or the other First Priority Secured Parties with respect to the ABL Priority Collateral Senior Creditors and (dv) agrees that any notice received two (2) calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to the ABL Priority Collateral consents (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code (“DIP Financing”) secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing DIP Financing to any Grantor by any third party (any such financingDIP Financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to then, so long as any Liens on the ABL Priority Collateral securing the DIP Financing are senior to or pari passu with the Liens securing the ABL Secured Obligations (or such DIP Financing refinances the ABL Secured Obligations), each Second Priority Representative agrees, on behalf of itself and the other applicable Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 5.4(a) below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority CollateralParties, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice; provided that each Second Priority Representative and each Second Priority Secured Party reserves the right to object to any ABL Priority DIP Financing to the extent that such ABL Priority DIP Financing (x) seeks a Lien on Term Loan/Notes Exclusive Collateral that is senior to, or pari passu with, any Liens of the Second Priority Secured Parties on such Term Loan/Notes Exclusive Collateral or (y) compels any Grantor to seek confirmation of a specific Reorganization Plan that impairs the Term Loan/Notes Secured Obligations under Section 1124 of the Bankruptcy Code.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the ABL Obligations Payment Date, and if the First Priority ABL Representative with respect or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of cash collateral that consists solely of the proceeds of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Non-ABL Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Non-ABL Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Non-ABL Secured Party (aA) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Non-ABL Representative’s Lien on the Non-ABL Collateral to secure the Non-ABL Obligations or on any other grounds (b) shall only and will not request or accept any adequate protection in connection with the use solely as a result of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 belowFinancing), (cB) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the payment of interest, fees and expenses or other amounts to the ABL Secured Parties under Section 506(b) or Section 506(c) of the Bankruptcy Code or otherwise and (C) will subordinate (and will be deemed hereunder to have subordinated) the Second Non-ABL Liens on any ABL Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof Collateral (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect provided to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority ABL Representative with respect or the other ABL Secured Parties, so long as (x) the Non-ABL Representative retains its Lien on the Non-ABL Collateral to secure the Non-ABL Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Non-ABL Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Non-ABL Representative on the Non-ABL Priority Collateral, (y) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the other First Priority Liens of the ABL Representative and the ABL Secured Parties with respect to securing the ABL Obligations on ABL Priority Collateral and (dz) agrees that if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any notice of the Non-ABL Priority Collateral, (1) such events found replacement or adequate protection Lien on such post-petition assets which are part of the Non-ABL Priority Collateral (the “Non-ABL Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Non-ABL Representative on the Non-ABL Priority Collateral and (2) the Non-ABL Representative also receives a replacement or adequate protection Lien on such Non-ABL Post-Petition Assets of the debtor to secure the Non-ABL Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Non-ABL Priority Collateral and nothing contained herein shall be deemed to be adequate a consent by the bankruptcy court shall be Non-ABL Secured Parties to any adequate noticeprotection payments using Non-ABL Priority Collateral.

Financing Matters. (a) If any Grantor Credit Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect Agent desires to the ABL Priority Collateral consents consent (or does not object) to the sale, use or lease of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor other collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Credit Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Credit Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral each Subordinated Party agrees, on behalf so long as the sum of itself the DIP Financing and the other Second Priority Secured Parties with respect to outstanding Senior Debt shall not exceed any of the ABL Priority Collateralapplicable Senior Debt Limit, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Subordinated Party (aA) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the sale, use or lease of such ABL Priority Collateral cash or other collateral or to such ABL Priority DIP Financing, (bB) shall only will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such ABL Priority Collateral cash or other collateral or such ABL Priority DIP Financing except as permitted by Section 5.4 set forth in clause (iv) below, (cC) will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof Collateral (ix) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Subordinated Parties’ other Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing under this Agreement (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection with respect provided to Agent or any Senior Lender (subject to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral other terms and provisions of this Agreement) and (iiiz) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Agent, and (dD) agrees that any notice received five (5) Business Days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice. Each Subordinated Party agrees that such Subordinated Party will not, without the prior written consent of Agent, extend directly or indirectly all or any portion of any DIP Financing secured by Liens with priority over, or pari passu with, the Liens securing the Senior Debt.

Financing Matters. (a) If any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to the ABL Priority Collateral consents (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice; provided that, with respect to clauses (a) through (d) above, the aggregate principal amount of (x) any ABL Priority DIP Financing plus (y) the aggregate outstanding principal amount of the ABL Secured Obligations outstanding pursuant to clause (c)(i) of the definition of “Maximum Obligations Amount” as of the date of the commencement of the Insolvency Proceeding shall not exceed $300,000,000.

Financing Matters. (a) If any Grantor becomes subject to any Insolvency Proceeding, and if the First Second Priority Representative with respect (acting at the direction of the requisite Second Priority Secured Parties) desires to the ABL Priority Collateral consents (or does not object) to permit the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited cash collateral or to the use of any such ABL Priority Collateral that is cash collateral) by permit any Grantor during any Insolvency Proceeding to obtain financing under Section 363 or provides financing to any Grantor under Section 364 of Title 11 of the Bankruptcy United States Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or similar provision in any third party, being referred to herein as an Bankruptcy Law (“ABL Priority DIP Financing”), then the Second Junior Priority Representative with respect to the ABL Priority Collateral agreesRepresentative, for itself and on behalf of itself and the other Second each applicable Junior Priority Secured Parties with respect to the ABL Priority CollateralParty, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, agrees that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, it will raise no objection to, and will not support any other Person objecting objection to, the and will not otherwise contest 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 permitted by Section 5.4) and, to the extent the Liens securing the Second Priority Obligations are subordinated or pari passu with such ABL DIP Financing, will subordinate the Liens in the Shared Collateral in favor of the Junior Priority Collateral or Obligations to such ABL DIP Financing (and all Obligations relating thereto) on the same basis as they are subordinated to the Second Priority DIP FinancingObligations. The Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party, agrees that, in the event of an Insolvency Proceeding, it will raise no objection to, and will not support any objection to, and will not otherwise contest (a) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Second Priority Obligations made by the Second Priority Representative or any Second Priority Secured Party, (b) shall only request any lawful exercise by the Second Priority Representative or accept adequate protection any other Second Priority Secured Party of the right to credit bid any Second Priority Obligations at any sale in connection with the use foreclosure of such ABL Second Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 belowCollateral, (c) will subordinate (and will be deemed hereunder to have subordinated) any other request for judicial relief made in any court by the Second Priority Liens Representative or the Third any other Second Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) Secured Party relating to the Liens on such ABL lawful enforcement of any Second Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Lien and (d) agrees any order relating to a sale of assets of any Grantor for which the Second Priority Representative has consented that any notice of such events found provides, to the extent the sale is to be adequate by free and clear of Liens, that the bankruptcy court shall be adequate noticeLiens securing the Second Priority Obligations and the Second Priority Obligations will attach to the proceeds of the sale on the same basis of priority as the existing Liens in accordance with this Agreement.

Financing Matters. (a) If Subject to the terms of Section 5.2(c) below, if any Grantor Bank Group Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Senior Secured Representative with respect to the ABL Bank Group Priority Common Collateral consents or the other Senior Secured Parties with respect to the Bank Group Priority Common Collateral desire to consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Bank Group Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided Bank Group Loan Party by the First Senior Secured Representative with respect to the Bank Group Priority Common Collateral or the other Senior Secured Parties with respect to the ABL Bank Group Priority Common Collateral (or any of them) or any third partysuch financing, being referred to herein as an “ABL Priority Bank Group DIP Financing”), then each of the Second Priority Representative Junior Secured Representatives with respect to the ABL Bank Group Priority Common Collateral agrees, on behalf of itself and the other Second Priority applicable Junior Secured Parties with respect to the ABL Bank Group Priority Common Collateral, and the Third Priority Representative with respect that, except to the ABL extent that such Bank Group DIP Financing seeks to impose a Lien that is senior to or equal in priority to Senior Liens held on Common Collateral other than the Bank Group Priority Common Collateral agreesby the Pension Fund Secured Parties, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Junior Secured Party and Party, in each such Third Priority Secured Party case in its respective capacity as a secured creditor (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority Bank Group DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority Bank Group DIP Financing except as permitted by Section set forth in paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) agrees that notice received two calendar days prior to the Liens on entry of an order approving such ABL Priority Collateral securing usage of cash collateral or approving such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court financing shall be adequate notice; provided that the interest rate, fees, advance rates, lending limits and sub-limits and other terms are commercially reasonable under the circumstances.

Financing Matters. (a) If any Grantor becomes subject to any Insolvency or Liquidation Proceeding, and if the First Priority Representative with respect (acting at the direction of the applicable requisite First Priority Secured Parties) desires to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for cash collateral under the avoidance of doubt, including but not limited Bankruptcy Code or any other Bankruptcy Law or to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides provide financing to any Grantor under Section 363 or Section 364 of the Bankruptcy Code secured by ABL Priority Collateral or consents any other similar provision in any Bankruptcy Law or to consent (or does not object) to the provision of such financing (including financing that primes or takes priority over existing Liens) to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, provided that such parties receive adequate protection in a manner otherwise consistent with this Agreement, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof claims (i) to any additional or replacement Liens, cash payments, or claims provided as adequate protection to the Liens on such ABL First Priority Collateral securing such ABL Priority DIP Financing Secured Parties on the same terms as the Second Priority Liens, right to cash payments, or claims are subordinated to the First Priority Liens, right to cash payments, or claims under this Agreement and conditions (ii)(x) to the Liens, right to cash payments, or claims securing such DIP Financing (and the Liens securing such Second Priority Obligations shall have the same priority with respect to Common Collateral relative to the Liens securing the First Priority Obligations as if such DIP Financing had not occurred) , (y) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties and (z) in the case of any Insolvency or Liquidation Proceeding outside the United States, to any administrative or other charges granted in such Insolvency or Liquidation Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the other First Priority Secured Parties, in the case of each of clauses (ii) (x), (y) and (z), with such subordination to be on the same terms as the First Priority Liens on such ABL Priority Collateral Liens, rights of cash payments, or claims are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), and (iid) will be deemed to have consented to, and will raise no objection to, and will not support any adequate protection with other Person objecting to (i) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect to the ABL Priority Collateral provided to of the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to Obligations made by the First Priority Representative with respect to or any First Priority Secured Party, (ii) any lawful exercise by the ABL First Priority Collateral Representative or the any other First Priority Secured Parties with respect Party of the right to credit bid any First Priority Obligations at any sale in foreclosure of First Priority Collateral or (iii) any other request for judicial relief made in any court by the First Priority Representative or any other First Priority Secured Party relating to the ABL lawful enforcement of any First Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate noticeLien.

Financing Matters. (a) If With respect to each Type of Collateral, prior to the First Priority Obligations Payment Date, if any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to (acting at the ABL direction of the requisite First Priority Collateral Secured Parties) consents (or does not object) to the use of ABL Priority Collateral constituting Common such Type of Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party to be secured (pari or senior to the First Priority Obligations on such Type of Collateral at the option of such First Priority Secured Parties) at least in part by such Type of Collateral (and, if also secured by the other Type of Collateral, secured only by Liens on such other Collateral that are junior to the Liens on such Collateral securing the First Priority Obligations on such other Type of Collateral) (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein therein as an a “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral other Representatives agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral or to such ABL Priority DIP Financing, (bii) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below5.04, (ciii) to the extent the Liens on the Collateral securing any First Priority Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) the Second Priority other Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof thereof, (iA) to the Liens on such ABL Priority Collateral securing such ABL Priority the DIP Financing (and all obligations relating thereto) on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing subordinated, if applicable, thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect to the ABL Priority Collateral protection, including Adequate Protection Liens, provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority such Collateral and (iiiC) to any customary “carve-out” with respect to the ABL Priority from such Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral (or the other First Priority Secured Parties with respect to Parties) and, if not the ABL First Priority Collateral and Secured Parties, the Person providing such DIP Financing, as applicable, (div) agrees that any notice of such events found to be adequate by the bankruptcy court presiding over the Insolvency Proceeding shall be adequate notice, (v) that such DIP Financing does not compel any Grantor to seek confirmation of any specific plan of reorganization for which all or substantially all of the materials terms are set forth in the court order authorizing such DIP Financing or the accompanying financing documentation, or as may be acceptable to the First Priority Representative (each, acting at the direction of the respective requisite Secured Parties), (vi) will not oppose or object to the exercise by the First Priority Representative and the First Priority Secured Parties of the right to “credit bid” any of the First Priority Obligations pursuant to Section 363(k) of the Bankruptcy Code or other applicable law (or the amount of such credit bid), (vii) will not seek to “credit bid” any of its Secured Obligations other than its First Priority Obligations pursuant to Section 363(k) of the Bankruptcy Code or other applicable law, without providing for payment in full in cash of the First Priority Obligations upon the closing of such credit bid, and (viii) and will not propose, seek and/or support confirmation of any plan of reorganization to which the First Priority Representative and the First Priority Secured Parties have not consented in writing unless such plan provides for payment in full in cash of the First Priority Obligations. All Liens granted to the Intermediation Facility Secured Party, the Renewables Intermediation Facility Secured Party or the Term Loan Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the parties to be and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement. For clarity, none of the: (i) Term Loan Agent nor the Term Loan Secured Parties shall seek to “prime” the Lien of the Intermediation Facility Secured Party on the Intermediation Facility Priority Collateral or of the Renewables Intermediation Facility Secured Party on the Renewables Intermediation Facility Priority Collateral, or request, seek or receive a Lien on the Intermediation Facility Priority Collateral or the Renewables Intermediation Facility Priority Collateral pursuant to Section 364(d) of the Bankruptcy Code, (ii) the Intermediation Facility Secured Party shall not seek to “prime” the Liens of the Term Loan Agent and the Term Loan Secured Parties on the Term Loan Priority Collateral or of the Renewables Intermediation Facility Secured Party on the Renewables Intermediation Facility Priority Collateral, or request, seek or receive a Lien on the Term Loan Priority Collateral or the Renewables Intermediation Facility Priority Collateral pursuant to Section 364(d) of the Bankruptcy Code and (iii) the Renewables Intermediation Facility Secured Party shall not seek to “prime” the Liens of the Term Loan Agent and the Term Loan Secured Parties on the Term Loan Priority Collateral or of the Intermediation Facility Secured Party on the Intermediation Facility Priority Collateral, or request, seek or receive a Lien on the Term Loan Priority Collateral or the Intermediation Facility Priority Collateral pursuant to Section 364(d) of the Bankruptcy Code.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding under the Bankruptcy Code at any time prior to the ABL Obligations Payment Date, and if the First Priority ABL Representative with respect or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Term Loan Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Term Loan Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP FinancingFinancing on any grounds, including failure to provide “adequate protection” of the Term Loan Representative’s Lien on the Collateral to secure the Term Loan Obligations and (by) shall only will not request or accept any adequate protection in connection with the use solely as a result of such ABL Priority Collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens or the Third Priority Liens, as applicable, and on any Adequate Protection Liens provided in respect thereof ABL Collateral (iA) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any replacement liens provided as adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral as set forth in Section 5.4 below and (iiiC) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority ABL Representative with respect to the ABL Priority Collateral or the other First Priority ABL Secured Parties with respect Parties, so long as (x) the Term Loan Representative retains its Lien on the Collateral to secure the Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL Priority DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Collateral, (y) all Liens on ABL Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Representative and the ABL Lenders securing the ABL Obligations on ABL Collateral and (dz) agrees that any notice the aggregate principal amount of such events found ABL DIP Financing (including any undrawn portion of the revolving commitments thereunder, and including the face amount of any letters of credit issued and not reimbursed under such ABL DIP Financing), together with the aggregate outstanding principal amount of indebtedness and unfunded commitments under the ABL Agreement, does not exceed $165,000,000. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Collateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate by the bankruptcy court shall be adequate noticeprotection payments using Term Collateral.

Financing Matters. (a) If any Grantor the Obligor becomes subject to any Insolvency Proceeding, and if the Collateral Agent, the First Priority Representative with respect Lien Agent or the First Lien Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the sale, use or lease of ABL Priority cash or other Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to the Obligor under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor the Obligor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral Lien Agent agrees, on behalf of itself and the other Second Priority Lien Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Lien Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the sale, use or lease of such ABL Priority cash or other Collateral or to such ABL Priority DIP Financing, (bii) shall only will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such ABL Priority cash or other Collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 5.04 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (ix) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on with the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Lien Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiz) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the Collateral Agent, the First Priority Representative with respect to the ABL Priority Collateral Lien Agent or the other First Priority Lien Secured Parties with respect to the ABL Priority Collateral Parties, and (div) agrees that any notice received three (3) Business Days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the ABL Obligations Payment Date, and if the First Priority ABL Representative with respect or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party secured by all or a portion of the ABL Priority Collateral (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Notes Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Notes Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Notes Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Notes Representative’s Lien on the Notes Collateral to secure the Notes Obligations or on any other grounds (b) shall only and will not request or accept any adequate protection in connection with the use solely as a result of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, Financing) and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Notes Liens on such any ABL Priority Collateral securing (A) to such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect provided to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiC) to any “carve-out” with respect to the ABL Priority Collateral for professional fees and United States Trustee customary fees and expenses agreed to by the First Priority ABL Representative with respect or the other ABL Secured Parties and approved by the bankruptcy court, so long as (w) such ABL DIP Financing will not result in the Capped ABL Obligations exceeding the ABL Cap Amount, (x) the Notes Representative retains its Lien on the Notes Collateral to secure the Notes Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Notes Representative on the Notes Priority Collateral, (y) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Representative and the other First Priority ABL Secured Parties with respect to securing the ABL Obligations on ABL Priority Collateral and (dz) agrees that if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any notice of the Notes Priority Collateral, (1) such events found replacement or adequate protection Lien on such post-petition assets which are part of the Notes Priority Collateral (the “Notes Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Notes Representative on the Notes Priority Collateral and (2) the Notes Representative also receives a replacement or adequate protection Lien on such Notes Post-Petition Assets of the debtor to secure the Notes Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Notes Priority Collateral and nothing contained herein shall be deemed to be a consent by Notes Secured Parties to any adequate by the bankruptcy court shall be adequate noticeprotection payments using Notes Priority Collateral.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Lien Representative with respect or one or more of the other First Lien Secured Parties desire to the ABL Priority Collateral consents (or does not object) consent to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents (to provide financing to any Loan Party under the Bankruptcy Code or does not object) to consent to the provision of such financing to any Grantor Loan Party by any third party under the Bankruptcy Code (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority "DIP Financing”FINANCING"), then the Second Priority Lien Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Lien Secured Parties with respect Parties, that to the ABL Priority Collateralextent the aggregate principal amount of such DIP Financing does not exceed the maximum aggregate principal amount available under the First Lien Credit Agreement as of the Effective Date by more than $125,000,000, and the Third Priority Second Lien Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority other Second Lien Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 5.04 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority second-priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority first-priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), ) and (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Lien Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice received two calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If With respect to each Type of Common Collateral, prior to the First Priority Obligations Payment Date, if any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to the ABL Priority Collateral consents (or does not object) to the use of ABL Priority Collateral constituting such Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein therein as an a “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Common Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Common Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 5.04 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof thereof, (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on with the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateralprotection, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral Liens, provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral (or the other First Priority Secured Parties with respect to Parties) and, if not the ABL First Priority Collateral Secured Parties, the Person providing such DIP Financing, as applicable, and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice.

Financing Matters. (a) If any Grantor Credit Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the ABL Obligations Payment Date, and if the First Priority ABL Representative with respect or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Credit Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Credit Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Exit Convertible Notes Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Exit Convertible Notes Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Exit Convertible Notes Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Exit Convertible Notes Representative’s Lien on the Collateral to secure the Exit Convertible Notes Obligations or on any other grounds (b) shall only and will not request or accept any adequate protection in connection with the use solely as a result of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, Financing) and (cb) will subordinate (and will be deemed hereunder to have subordinated) the Second Exit Convertible Notes Liens on any ABL Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof Collateral (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect provided to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority ABL Representative with respect or the other ABL Secured Parties, so long as (w) the Exit Convertible Notes Representative retains its Lien on the Collateral to secure the Exit Convertible Notes Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Exit Convertible Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Exit Convertible Notes Representative on the Exit Convertible Notes Priority Collateral, (x) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the other First Liens of the ABL Representative and the ABL Lenders securing the ABL Obligations on ABL Priority Secured Parties with respect Collateral, (y) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Exit Convertible Notes Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Exit Convertible Notes Priority Collateral (the “Notes Post-Petition Assets”) is junior and subordinate to the ABL Lien in favor of the Exit Convertible Notes Representative on the Exit Convertible Notes Priority Collateral and (d2) agrees that any notice the Exit Convertible Notes Representative also receives a replacement or adequate protection Lien on such Notes Post-Petition Assets of the debtor to secure the Exit Convertible Notes Obligations and (z) the aggregate principal amount of such events found to be adequate by ABL DIP Financing (including any undrawn portion of the bankruptcy court shall be adequate notice.revolving commitments thereunder, and including the face amount of any letters of

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the RCF Obligations Payment Date, and if the First Priority RCF Representative with respect or the other RCF Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority RCF DIP Financing”), then the Second Priority Term Loan Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Term Loan Secured Party (a1) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority RCF DIP Financing as permitted by Section 5.4 below, on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Liens to secure the Term Loan Obligations or on any other grounds and (c2) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority RCF DIP Financing on the same terms and conditions as the First Priority such Term Loan Liens on such ABL Priority Collateral are subordinated to such the RCF Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority RCF Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority RCF Representative or the other RCF Secured Parties (including with respect to Other Collateral), so long as (x)(I) the ABL Term Loan Representative retains its Liens on the Other Collateral to secure the Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code), and (II) the maximum principal amount of such RCF DIP Financing (including (x) any RCF Obligations which are “rolled up” or Refinanced by such RCF DIP Financing and (y) the unfunded commitments under such RCF DIP Financing) does not exceed the RCF DIP Cap Amount, and (y) all Liens on RCF Priority Collateral securing any such RCF DIP Financing shall be senior to or on a parity with the other First Priority Secured Parties with respect to Liens of the ABL RCF Representative and the RCF Creditors securing the RCF Obligations on RCF Priority Collateral and (dz) agrees if the RCF Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the RCF Obligations, and such replacement or adequate protection Lien is on any of the Other Collateral, the Term Loan Representative also receives a replacement or adequate protection Lien on the Other Collateral junior to the adequate protection Liens provided to the RCF Representative to secure the Term Loan Obligations. Notwithstanding anything else in this Paragraph, if the RCF Representative or other RCF Secured Parties agree to a “carve out” from the RCF Priority Collateral in connection with an RCF DIP Financing, and such “carve out” is senior in lien or payment priority to the liens and claims on account of the RCF Obligations, then the Term Loan Representative and Term Loan Secured Parties agree that any notice such “carve out” will be senior to the liens and claims on account of such events found the Term Loan Obligations to the same extent. Nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate by the bankruptcy court shall be adequate notice.protection payments using Other Collateral. |US-DOCS\149079678.29||

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding at any time prior to the First Priority Obligations Payment Date, and if the any First Priority Representative with respect or the other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the each Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateralrepresented by it, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two (2) calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate noticenotice and that notice received ten (10) calendar days prior to a hearing to approve DIP Financing or use of cash collateral on a final basis shall be adequate; provided that (i) the Second Priority Representative retains the right to object to any ancillary agreements or arrangements regarding the cash collateral use or the DIP Financing that are materially prejudicial to their interests and (ii) (A) the DIP Financing does not compel the Borrowers to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (B) the DIP Financing documentation or cash collateral order does not expressly require the sale or other liquidation of the Common Collateral prior to a default under the DIP Financing documentation or cash collateral order. No Second Priority Creditor may propose or provide any DIP Financing which (i) rolls-up or otherwise includes or refinances all or any portion of any pre-petition Second Priority Obligations, (ii) compels the Borrowers to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (iii) expressly requires the sale or other liquidation of the Common Collateral prior to a default under such DIP Financing documentation or (iv) is otherwise inconsistent with any provision of this Agreement.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the Controlling First Lien Senior Priority Representative with respect or the other First Lien Senior Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second each First Lien Junior Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second First Lien Junior Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third First Lien Junior Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by Section set forth in paragraph 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second First Lien Junior Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) (x) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Lien Senior Priority Liens are subordinated thereto or (y) if such DIP Financing is secured by Liens which are equally and ratably ranked with the First Lien Senior Priority Liens, to such DIP Financing on such ABL the same terms as the First Lien Junior Priority Collateral Liens are subordinated to such the First Lien Senior Priority Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and any such subordination under clause (x) or (y) will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Lien Senior Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the Controlling First Lien Senior Priority Representative with respect to the ABL Priority Collateral or the other First Lien Senior Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two Business Days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding at any time prior to the First Priority Obligations Payment Date, and if the First Priority Representative with respect or the other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, (c) will 509265-1512-15059-Active.17708706.1 subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and on any Adequate Protection Liens provided in respect thereof Common Collateral (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate noticenotice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect or the other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided including any such financing (x) which represents an advance by some or all of the First Priority Secured Parties following repayment of amounts of First Priority Obligations with respect cash collateral or (y) the proceeds of which are used, in whole or in part, to repay First Priority Obligations owned to some or all of the ABL First Priority Collateral (or any of them) or any third partyCreditors, being referred to herein as an the “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by Section set forth in paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the extent the Liens securing the First Priority Obligations are subordinated to or pari passu with such DIP Financing, the Second Priority Representative will subordinate its Liens or in the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof Collateral to (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreementall obligations relating thereto), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice; provided that (i) after taking into account the principal amount of the DIP Financing on any date, the sum of the outstanding principal amount of any First Priority Obligations and any DIP Financing shall not exceed the First Priority Cap and (ii) the foregoing shall not prevent the Second Priority Secured Parties from proposing any other DIP Financing to any Loan Party or the bankruptcy court or making or supporting any motion in respect thereof or defending or otherwise responding to any motion in opposition thereto, in each case so long as such action by any Second Priority Secured Party does not contravene any of the agreements, obligations and limitations on the rights of the Second Priority Secured Parties set forth in this Agreement (and the Second Priority Secured Parties acknowledge that such agreements, obligations and limitations are not in any way affected by the right set forth in this clause (ii)), and so long as such action does not in any way lessen or modify the rights of the First Priority Secured Parties set forth in this Agreement or otherwise available pursuant to applicable law (including the right to object to any proposed DIP Financing). No Second Priority Secured Party shall propose, support or enter into any DIP Financing if the effect of such DIP Financing would be that the Second Priority Obligations would no longer be subordinated to the First Priority Obligations in the manner set forth in this Agreement, or the Second Priority Secured Parties would recover any payments they are not otherwise entitled to under this Agreement, including by way of adequate protection.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the ABL Obligations Payment Date, and if the First Priority ABL Representative with respect or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of cash collateral constituting ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Term Debt Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Term Debt Secured Parties, that so long as, in the case of any such ABL DIP Financing, the principal amount of credit (including any revolving credit advances) consisting of ABL DIP Principal Obligations to be made available to Loan Parties with respect to under such ABL DIP Financing does not exceed the limitations under the ABL Priority CollateralObligations Cap, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Term Debt Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Debt Representative’s Lien on the Collateral to secure the Term Debt Obligations or on any other grounds and (by) shall only will not request or accept any adequate protection in connection with the use solely as a result of such ABL Priority Collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Term Debt Liens on such any ABL Priority Collateral securing (A) to any Liens on the ABL Priority Collateral granted to secure such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such securing ABL Priority Collateral Obligations other than the ABL DIP Financing (the “Pre-Petition ABL Liens”) are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection including without limitation the provisions hereof with respect to the senior priority of the Pre-Petition ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral over any Junior Liens of any Term Debt Secured Party on the ABL Priority Collateral) (provided that, in the event any of the proceeds of the ABL DIP Financing are used to refinance the First Priority Secured Parties with respect to ABL Obligations other than the ABL DIP Financing, the Term Debt Liens on the ABL Priority Collateral will be subordinated to the Liens on the ABL Priority Collateral securing the ABL DIP Financing), (B) to any adequate protection provided to the ABL Secured Parties to secure such ABL DIP Financing and (iiiC) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority ABL Representative with respect or the other ABL Secured Parties, so long as (x) the Term Debt Representative retains its Lien on the Collateral to secure the Term Debt Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Debt Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing, adequate protection or carve-out is junior and subordinate to the Lien of the Term Debt Representative on the Term Debt Priority Collateral, (y) except in any case where the proceeds of the ABL DIP Financing are used to refinance the ABL Obligations other than the ABL DIP Financing, all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the other First Priority Pre-Petition ABL Liens of the ABL Representative and the ABL Secured Parties with respect to securing the ABL Obligations other than the ABL DIP Financing on ABL Priority Collateral and (dz) agrees that if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations other than the ABL DIP Financing, and such replacement or adequate protection Lien is on any notice of the Term Debt Priority Collateral, (1) such events found replacement or adequate protection Lien on such post-petition assets which are part of the Term Debt Priority Collateral (the “Term Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Debt Representative on the Term Debt Priority Collateral and (2) the Term Debt Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the Term Debt Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Debt Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Debt Secured Parties to any adequate by the bankruptcy court shall be adequate noticeprotection payments using Term Debt Priority Collateral.

Financing Matters. (a) If Until the Discharge of Revolving Credit Obligations, if any Grantor of the Loan Parties becomes subject to any an Insolvency Proceeding, and if the First Priority Representative with respect Revolving Agent shall desire to the ABL Priority Collateral consents permit (or does not objectobject to) to the use of ABL Priority Collateral constituting Common Collateral cash collateral or to permit (for or not object to) any of the avoidance Loan Parties to obtain financing under Section 363 or Section 364 of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the any similar provision of such financing to any Grantor by any third party Bankruptcy Law (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Other Pari Passu Secured Parties with respect to (other than the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Revolving Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party Parties) (a) will be deemed to have consented toto and will not object to such use of cash collateral or DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing (except to the extent permitted by Section 5.03), and, to the extent the Liens securing the Revolving Credit Obligations are subordinated or pari passu with such DIP Financing, or any “carve out”, the Other Pari Passu Secured Parties (other than the Revolving Secured Parties) will subordinate or make pari passu its Liens in the Shared Collateral to such DIP Financing (and all obligations relating thereto) on the same basis as they are subject to the Liens securing the Revolving Credit Obligations, so long as, in each case (x) the Pari Passu Lien Obligations retain the benefit of the Liens on such Collateral pledged to secure such DIP financing, (y) the Pari Passu Lien Obligations are granted Liens on any additional collateral pledged to any other Pari Passu Lien Obligations as adequate protection or otherwise, and (z) if any amount of such DIP Financing or use of cash collateral is applied to repay Pari Passu Lien Obligations, such application is made in accordance with this Agreement (including Section 2.01(b)), and (c) will raise no objection to, and will not support otherwise contest any other Person objecting to, motion for relief from the use automatic stay or from any injunction against foreclosure or enforcement in respect of such ABL Priority Collateral any Revolving Credit Obligations or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with Revolving Credit Obligations made by the use Revolving Agent; provided that the aggregate principal amount of such ABL Priority Collateral or such ABL Priority the DIP Financing as permitted by Section 5.4 below, does not exceed the sum of (c) will subordinate (and will be deemed hereunder to have subordinatedx) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof lesser of (i) the aggregate outstanding principal amount of Revolving Credit Loans plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement outstanding on the date of the incurrence of such DIP Financing and (ii) the Revolving Credit Cap Amount plus (y) $25,000,000, and the Other Pari Passu Secured Parties retain the right to object to any ancillary agreements or arrangements regarding cash collateral use or the DIP Financing that are materially prejudicial to their interests (after giving effect to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same priorities and other terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms provisions of this Agreement), (ii) to any adequate protection with respect as compared to the ABL Priority Collateral provided to the First Priority Revolving Credit Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate noticeParties.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect (acting at the direction of the requisite First Priority Secured Parties) desires to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by Section set forth in paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any replacement liens provided as adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL same terms as the Second Priority Collateral provided Liens are subordinated to the First Priority Secured Parties with respect to the ABL Priority Collateral Liens under this Agreement and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect Parties. Notwithstanding the foregoing, the aggregate principal amount of the DIP Financing shall not exceed an amount equal to the ABL sum of (x) $550,000,000 of new commitments plus (y) any amounts outstanding under the First Priority Collateral Agreement upon the commencement of the applicable Insolvency Proceeding (including, without limitation, Hedging Obligations, Cash Management Obligations and (dPlatinum Lease Obligations) agrees that any notice of such events found to be adequate by are converted, exchanged or otherwise rolled into the bankruptcy court shall be adequate noticepost-petition obligations outstanding under the DIP facility.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the ABL Obligations Payment Date, and if the First Priority ABL Representative with respect or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”‘), then the Second Priority Term Loan Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Term Loan Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Lien on the Collateral to secure the Term Loan Obligations or on any other grounds and (by) shall only will not request or accept any adequate protection in connection with the use solely as a result of such ABL Priority Collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Term Loan Liens on such any ABL Priority Collateral securing (A) to such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect provided to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiC) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority ABL Representative with respect or the other ABL Secured Parties, so long as (x) the Term Loan Representative retains its Lien on the Collateral to secure the Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (y) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the other First Priority Secured Parties with respect to Liens of the ABL Representative and the ABL Lenders securing the ABL Obligations on ABL Priority Collateral and (dz) agrees that if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any notice of the Term Loan Priority Collateral, (1) such events found replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Loan Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Loan Post- Petition Assets of the debtor to secure the Term Loan Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate by the bankruptcy court shall be adequate notice.protection payments using Term Loan Priority Collateral

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding at any time prior to the First Priority Obligations Payment Date, and if the any First Priority Representative with respect or the other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the each Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateralrepresented by it, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two (2) calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate noticenotice and that notice received fifteen (15) calendar days prior to a hearing to approve DIP Financing or use of cash collateral on a final basis shall be adequate; provided that (i) the Second Priority Representative retains the right to object to any ancillary agreements or arrangements regarding the cash collateral use or the DIP Financing that are materially prejudicial to their interests and (ii) (A) the DIP Financing does not compel the Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (B) the DIP Financing documentation or cash collateral order does not expressly require the sale or other liquidation of the Common Collateral prior to a default under the DIP Financing documentation or cash collateral order. No Second Priority Creditor may propose or provide any DIP Financing which (i) rolls-up or otherwise includes or refinances all or any portion of any pre-petition Second Priority Obligations, (ii) compels the Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (iii) expressly requires the sale or other liquidation of the Common Collateral prior to a default under such DIP Financing documentation or (iv) is otherwise inconsistent with any provision of this Agreement.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect or the other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for cash collateral under the avoidance of doubt, including but not limited applicable Insolvency Law or to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides provide financing to any Grantor Loan Party under the Bankruptcy Code secured by ABL Priority Collateral applicable Insolvency Law or consents to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect Parties, that each Second Priority Secured Party (a) will take no position contrary to the ABL First Priority CollateralSecured Parties, and the Third Priority Representative with respect nor support any Person who takes a position contrary to the ABL Priority Collateral agrees, on behalf of itself and the other Third First Priority Secured Parties with respect to the ABL Priority Collateraluse of such cash collateral or to such DIP Financing, that each such Second Priority Secured Party and each such Third Priority Secured Party (ab) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (bc) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, below and (cd) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (de) agrees that any notice received two calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice. Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that it shall not, directly or indirectly, provide, offer to provide or support any DIP Financing secured by a Lien senior to or pari passu with the First Priority Liens, unless expressly approved by the First Priority Representative.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the ABL Priority Obligations Payment Date, and if the First Priority ABL Representative with respect or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Term Loan Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Term Loan Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Lien on the Collateral to secure the Term Loan Obligations or on any other grounds (b) shall only and will not request or accept any adequate protection in connection with the use solely as a result of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, Financing) and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Term Loan Liens on such any ABL Priority Collateral securing to (A) such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect provided to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiC) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority ABL Representative with respect or the other ABL Secured Parties, so long as (w) the principal amount of such ABL DIP Financing plus the outstanding principal amount of other ABL Obligations does not exceed the ABL Loan Maximum Amount, (x) the Term Loan Representative retains its Lien on the Collateral to secure the Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (y) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the other First Priority Secured Parties with respect to Liens of the ABL Representative and the ABL Creditors securing the ABL Obligations on ABL Priority Collateral and (dz) agrees that if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any notice of the Term Loan Priority Collateral, (1) such events found replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the Term Loan Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate by the bankruptcy court shall be adequate noticeprotection payments using Term Loan Priority Collateral.

Financing Matters. (a) If any Grantor becomes shall be subject to any Insolvency Proceeding, or Liquidation Proceeding and if the First Priority Representative with respect Credit Facility Agent shall desire to the ABL Priority Collateral consents (or does not object) to permit the use of ABL Priority Collateral constituting Common Collateral cash collateral under Section 363 of Title 11 of the United States Code or any similar Bankruptcy Law or to permit any Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law (for “DIP Financing”) in an aggregate principal amount that when taken together with the avoidance aggregate principal amount of doubtloans and letters of credit then outstanding under the Credit Agreement does not exceed the Maximum Credit Facility Principal Amount and, including but in any event, which is not limited to the use of any such ABL Priority Collateral that is cash collateral) be secured by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under of the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Indenture Priority Collateral (or any of them) or any third party, being referred except on a basis subordinated to herein the Priority Liens to the same extent as an “ABL Priority DIP Financing”the Credit Facility Liens), then (x) each of the Second Priority Representative with respect to the ABL Priority Collateral agreesLien Representatives, on behalf of itself and the other Second Priority Secured Parties with respect it represents, agrees that it will raise no objection 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 ABL extent permitted by Section 6.3 or relating to the Indenture Priority Collateral) and, to the extent the Liens securing the Credit Facility Claims are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral (other than the Indenture Priority Collateral) to such DIP Financing (and all Obligations relating thereto) on the same basis as the Liens of the Priority Lien Representatives on the Credit Facility Priority Collateral that secure the Priority Lien Obligations are subordinated to the Liens thereon that secure the Credit Facility Claims under this Agreement, and the Third Priority Representative with respect agrees that notice received two (2) calendar days prior to the ABL Priority Collateral agreesentry of an order approving such usage of cash collateral or approving such financing on an interim basis shall be adequate notice, and (y) each of the Subordinated Lien Representatives, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateralit represents, agrees that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, it will raise no objection to, to such use of cash collateral or DIP Financing and will not support request adequate protection or any other Person objecting torelief in connection therewith (except to the extent permitted by Section 6.3) and, to the use of extent the Liens securing the Credit Facility Claims are subordinated or pari passu with such ABL Priority Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Common Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner all Obligations relating thereto) on the terms same basis as the Liens of the Subordinated Lien Representative on the Credit Facility Priority Collateral that secure the Subordinated Lien Obligations are subordinated to the Liens thereon that secure the Credit Facility Claims under this Agreement), and agrees that notice received two (ii2) to any adequate protection with respect calendar days prior to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens entry of an order approving such usage of cash collateral or approving such financing on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court an interim basis shall be adequate notice.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the ABL Obligations Payment Date, and if the First Priority ABL Representative with respect or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of cash collateral constituting ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the "ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”"), then the Second Priority Notes Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Notes Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Notes Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, Financing on the grounds of a failure to provide "adequate protection" for the Notes Representative's Lien on the Notes Collateral to secure the Notes Obligations or on any other grounds (b) shall only and will not request or accept any adequate protection in connection with the use solely as a result of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, Financing) and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Notes Liens on such any ABL Priority Collateral securing to (A) such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) any adequate protection provided to the ABL Secured Parties and (C) any commercially reasonable "carve-out" agreed to by the ABL Representative or the other ABL Secured Parties, so long as (x) the Notes Representative retains its Lien on the Notes Collateral to secure the Notes Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Notes Representative on the Notes Priority Collateral, (y) in the case of ABL DIP Financing, the sum of the outstanding ABL Obligations and such ABL DIP Financing shall not exceed the ABL Cap, and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Notes Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Notes Priority Collateral (the "Term Post-Petition Assets") is junior and subordinate to the Lien in favor of the Notes Representative on the Notes Priority Collateral and (2) the Notes Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the Notes Priority Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming or pari passu Lien on any of the Notes Priority Collateral and nothing contained herein shall be deemed to be a consent by Notes Secured Parties to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL payments using Notes Priority Collateral or the other First Priority proceeds of any Notes DIP Financing. Notwithstanding anything else in this Section 5.2(a), the Term Representative and Term Secured Parties with respect shall have the right to seek "adequate protection” to the ABL extent expressly permitted in Section 5.4 of this Agreement. (b) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the Notes Obligations Payment Date, and if the Notes Representative or the other Notes Secured Parties desire to consent (or not object) to the use of cash collateral constituting Notes Priority Collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, "Notes DIP Financing"), then the ABL Representative agrees, on behalf of itself and the other ABL Secured Parties, that each ABL Secured Party (i) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to the use of such cash collateral or such Notes DIP Financing on the grounds of a failure to provide "adequate protection" for the ABL Representative's Lien on the ABL Collateral to secure the ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such Notes DIP Financing) and (dii) agrees that will subordinate (and will be deemed hereunder to have subordinated) the ABL Liens on any notice Notes Priority Collateral to (A) such Notes DIP Financing on the same terms as the Notes Liens are subordinated thereto (and such subordination will not alter in any manner the terms of such events found this Agreement), (B) any adequate protection provided to be adequate by the bankruptcy court shall be adequate notice.Notes Secured Parties and (C) any commercially reasonable "carve-out" agreed

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect or any of the other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second each Junior Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Junior Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateralit represents, that each such Second Priority Secured Party and each such Third Junior Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, provided that the foregoing shall not prevent any Junior Priority Secured Party from (i) objecting to any DIP Financing (1) that purports to govern or control the provisions or content of a plan of reorganization (other than providing for satisfaction in full in cash of the DIP Financing on or prior to the effective date of such plan of reorganization) or (2) in which the aggregate principal amount of such DIP Financing plus the aggregate outstanding principal amount of the Loans constituting First Priority Obligations would exceed $55,000,000, or (ii) proposing any other DIP Financing to the Borrower, ( b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Junior Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the ABL Obligations Payment Date, and if the First Priority ABL Representative with respect or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Term Loan Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Term Loan Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Lien on the Collateral to secure the Term Loan Obligations or on any other grounds and (by) shall only will not request or accept any adequate protection in connection with the use solely as a result of such ABL Priority Collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Term Loan Liens on such any ABL Priority Collateral securing (A) to such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect provided to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiC) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority ABL Representative with respect or the other ABL Secured Parties, so long as (x) the Term Loan Representative retains its Lien on the Collateral to secure the Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (y) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the other First Priority Secured Parties with respect to Liens of the ABL Representative and the ABL Lenders securing the ABL Obligations on ABL Priority Collateral and (dz) agrees that if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any notice of the Term Loan Priority Collateral, (1) such events found replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Loan Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Loan Post-Petition Assets of the debtor to secure the Term Loan Obligations. In no event will any of the ABL Secured Parties and their affiliates seek to obtain a priming Lien on any of the Term Loan Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate by the bankruptcy court shall be adequate noticeprotection payments using Term Loan Priority Collateral.

Financing Matters. (a) If (x) any Grantor Credit Party becomes subject to any Insolvency Proceeding, and if (y) the Discharge of the First Priority Representative with respect Lien Obligations shall not have occurred and (z) the First Lien Agent or the other First Lien Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Credit Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Credit Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority "DIP Financing”"), then the Second Priority Representative with respect to the ABL Priority Collateral Lien Agent agrees, on behalf of itself and the other Second Priority Lien Secured Parties with respect to the ABL Priority CollateralParties, and the Third Priority Representative with respect to the ABL Priority Collateral Lien Agent agrees, on behalf of itself and the other Third Priority Lien Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Lien Secured Party and each such Third Priority Lien Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, 6.4 below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or and the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Lien Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “"carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees " agreed to by the First Priority Representative with respect to the ABL Priority Collateral Lien Agent or the other First Priority Lien Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If Until the First Priority Obligations Payment Date has occurred, if any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to or the ABL other First Priority Collateral consents (or does not object) Secured Parties consent to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents (provide financing to any Loan Party under the Bankruptcy Code or does not object) consent to the provision of such financing to any Grantor Loan Party by any third party that (w) is in an aggregate principal amount (including any such financingundrawn portion of the revolving commitments thereunder and the face amount of any letters of credit issued and not reimbursed thereunder) of no more than $10,000,000, whether provided the proceeds of which are used solely by the First Loan Parties (and not by, or for the benefit of, any Loan Party’s affiliate which is not a Loan Party), (x) provides that the Second Priority Secured Parties retain the right to object to any ancillary agreements or arrangements regarding the cash collateral use or the financing that are materially adverse to the Second Priority Secured Parties, (y) provides the Second Priority Secured Parties with respect the Second Priority Required Adequate Protection, and (z) does not compel the Loan Parties to pursue any specific plan or to conduct a sale or other liquidation of the ABL Priority Common Collateral (or any of them) or any third partysuch financing that complies with such clauses (w)-(z), being referred to herein as an a “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, below and (c) to the extent the Liens securing the First Priority Obligations are subordinated to or pari passu with such DIP Financing will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect in an amount not to the ABL Priority Collateral exceed $2,500,000, and (d) agrees that any notice received two calendar days prior to the entry of an interim order approving such events found usage of cash collateral or approving such financing and fifteen days prior to be adequate by the bankruptcy court entry of a final order approving such usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If any Grantor becomes subject to any Insolvency Proceeding, and if During the First Priority Representative with respect period from the date of this Agreement to the ABL Priority Collateral consents (or does not object) New Paramount Merger Effective Time, to the extent reasonably requested by Skydance, Paramount shall, at the sole expense of Skydance, use of ABL Priority Collateral constituting Common Collateral reasonable best efforts to (i) arrange for the avoidance of doubtrepurchase, including but not limited to the use amendment or redemption of any such ABL Priority Collateral that is cash collateralExisting Paramount Notes and (ii) by promptly obtain any Grantor during any Insolvency Proceeding consents or provides financing amendments as necessary to any Grantor permit the consummation of the Transactions (in the manner as set forth in this Agreement) under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself Existing Paramount Revolving Credit Facility and the other Second Priority Secured Parties with respect Existing Paramount LC Facility, which shall be in form and substance reasonably satisfactory to each of Paramount and Skydance (it being understood and agreed that the ABL Priority Collateraldraft amendments delivered to Paramount on July 7, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will 2024 shall be deemed to have consented tobe reasonably satisfactory to Paramount and Skydance for purpose of this clause (a)(ii)) (collectively, will raise no objection the “COC Amendments”); provided that, notwithstanding anything to the contrary contained herein, (A) any such termination, repurchase or redemption of any Existing Paramount Notes shall be conditioned upon the occurrence of Closing and any such termination, repurchase, redemption, consent or amendment shall not be a condition to the consummation of the Transactions, (B) the operative provisions of the COC Amendments to permit the consummation of the Transactions and the payment of any fees by Paramount or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (C) the obtaining of the COC Amendments shall not be a condition to the consummation of the Transactions. In addition, prior to the New Paramount Merger Effective Time, Paramount shall, and shall cause its Subsidiaries to, and will not support any other Person objecting shall use its reasonable best efforts to cause its and their respective Representatives to, at the use sole expense of such ABL Priority Collateral Skydance, provide all customary cooperation and all customary historical financial information, in each case that is reasonably requested by Skydance or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection its Affiliates in connection with the use COC Amendments, any other bank debt financing or any capital markets debt financing obtained or to be obtained by Skydance or its Affiliates for the purpose of financing the Mergers, the NAI Transaction, the PIPE Transaction, the other Transactions or any other transaction undertaken in connection therewith (such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 belowfinancing, (c) will subordinate (and will be deemed hereunder to have subordinated) together with any equity financing, the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i“Transaction Financing”) to the Liens on extent such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms financial information is reasonably available to Paramount and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate noticeits Subsidiaries.

Financing Matters. (a) If any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to the ABL Priority Collateral consents (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Common Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code (“DIP Financing”) secured by ABL Priority Common Collateral or consents (or does not object) to the provision of such financing DIP Financing to any Grantor by any third party (any such financingDIP Financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then then, so long as any Liens on the Common Collateral securing the DIP Financing are senior to or pari passu with the Liens securing the ABL Secured Obligations (or such DIP Financing refinances the ABL Secured Obligations), the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Common Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Common Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 5.4(a) below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Common Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Common Collateral are subordinated to such Liens on such ABL Priority Common Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Common Collateral provided to the First Priority Secured Parties with respect to the ABL Priority CollateralParties, including, without limitation, Adequate Protection Liens on the ABL Priority Common Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Common Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice; provided that the Second Priority Representative and each Second Priority Secured Party reserves the right to object to any ABL Priority DIP Financing to the extent that such ABL Priority DIP Financing (x) seeks a Lien on Term Loan Exclusive Collateral that is senior to, or pari passu with, the Liens of the Second Priority Secured Parties on such Term Loan Exclusive Collateral or (y) compels any Grantor to seek confirmation of a specific Reorganization Plan that impairs the Term Loan Obligations under Section 1124 of the Bankruptcy Code.

Financing Matters. (a) If Until the ABL Obligations Payment Date has occurred, if any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding in the United States at any time prior to the ABL Obligations Payment Date, and if the First Priority ABL Representative with respect or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Term Loan Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, that so long as (A) the interest rate, fees, advance rates, lending sublimits and other limits and terms are commercially reasonable under the circumstances, (B) the Term Loan Secured Parties retain a Lien on the Common Collateral (including on the Proceeds thereof arising after the commencement of such Insolvency Proceeding) with respect the same priority as existed prior to the ABL Priority Collateralcommencement of the Insolvency Proceeding, and (C) the Third Priority Representative with respect Term Loan Secured Parties receive a replacement Lien on post-petition assets of the Domestic Loan Parties to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect same extent granted to the lenders providing the ABL Priority CollateralDIP Financing, with the same priority as existed prior to the commencement of the Insolvency Proceeding, (D) such financing or use of cash collateral is subject to the terms of this Agreement and (E) the sum at any given time of (1) the maximum aggregate amount of indebtedness that may be outstanding under such ABL DIP Financing (including any such portion thereof that constitutes rollover of any ABL Obligations) plus, without duplication, (2) the aggregate amount of ABL Obligations then outstanding (other than ABL Obligations described in clause (e) of the definition thereof), does not exceed $190,000,000, each such Second Priority Secured Party and each such Third Priority Term Loan Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Lien on the Term Loan Collateral to secure the Term Loan Obligations or on any other grounds (b) shall only and will not request or accept any adequate protection in connection with the use solely as a result of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, Financing) and (cb) will subordinate (and will be deemed hereunder to have subordinated) the Second Term Loan Liens on any ABL Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof Collateral (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect provided to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority ABL Representative with respect or the other ABL Secured Parties, so long as (x) the Term Loan Representative retains its Lien on the Term Loan Collateral to secure the Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (y) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the other First Priority Secured Parties with respect to Liens of the ABL Representative and the ABL Lenders securing the ABL Obligations on ABL Priority Collateral and (dz) agrees if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Term Loan Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the Term Loan Obligations; provided that, the foregoing shall not prevent the Term Loan Representative or the Term Loan Secured Parties from (A) objecting to (i) any ABL DIP Financing that permits the ABL Secured Parties (or any notice of such events found them) to be granted adequate protection in the form of additional collateral (other than additional collateral that constitutes Excluded Collateral) without the Term Loan Representative, on behalf of itself or any of the Term Loan Secured Parties, being granted adequate protection in the form of a Lien on such additional collateral that is senior (in the case of Term Loan Priority Collateral) or subordinate (in the case of ABL Priority Collateral) to the Liens securing the ABL Obligations and such ABL DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Term Loan Obligations are so senior or subordinate to the ABL Obligations under this Agreement, (ii) any provision of any ABL DIP Financing that (x) purports to govern or control or relates to or requires or describes any of the provisions or content of a plan of reorganization or any sub xxxx plan (other than any provision requiring that the ABL DIP Financing be paid in full in cash) or (y) prohibits or impedes the proposing of any Term Loan DIP Financing in accordance with Section 5.2(b) below, (iii) any ancillary agreements or arrangements regarding the cash collateral use or ABL DIP Financing that are materially and disproportionately prejudicial to their interests as compared to the ABL Secured Parties, (iv) the ABL DIP Financing to the extent that it compels Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the ABL DIP Financing documentation or a related document or (v) the ABL DIP Financing documentation or cash collateral order to the extent that it expressly requires the liquidation of the Common Collateral prior to a default under the ABL DIP Financing documentation or cash collateral order or (B) proposing any other “DIP financing” to the applicable bankruptcy court, including a “DIP financing” that competes with any ABL DIP Financing proposed or supported by the bankruptcy court ABL Secured Parties. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate noticeprotection payments using Term Loan Priority Collateral.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency ProceedingProceeding at any time prior to the ABL Obligations Payment Date, and if the First Priority Representative with respect ABL Agent or the other ABL Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of cash collateral that constitutes ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents to provide financing to any Loan Party under the Bankruptcy Code or to consent (or does not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to which ABL DIP Financing shall be secured by the ABL Priority Collateral Collateral, then the Term Loan Agent agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Term Loan Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (bii) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below, and (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Term Loan Liens on such the ABL Priority Collateral securing (A) to such ABL Priority DIP Financing on the same terms and conditions as the First Priority ABL Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect provided to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiC) to any “carve-out,” with respect to the ABL Priority Collateral including for professional and United States Trustee fees debtor’s professionals, agreed to by the First Priority Representative with respect ABL Agent or the other ABL Secured Parties, so long as (1) the Term Loan Agent retains the Term Loan Liens on the Common Collateral to secure the Term Loan Obligations (in each case, including proceeds thereof arising after the commencement of any such Insolvency Proceeding), and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of such Insolvency Proceeding and any Lien securing such ABL DIP Financing is junior and subordinate to the Term Loan Lien on the Term Loan Priority Collateral, (2) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the other First Priority Secured Parties with respect to the ABL Liens on such ABL Priority Collateral and (d3) agrees if the ABL Agent receives a replacement or adequate protection Lien on post-petition assets of any Loan Party that any notice of constitute Term Loan Priority Collateral (the “Term Loan Post-Petition Assets”) to secure the ABL Obligations, (x) such events found replacement or adequate protection Lien on such Term Loan Post-Petition Assets is junior and subordinate to be the Term Loan Lien on such Term Loan Post-Petition Assets and (y) the Term Loan Agent also receives a replacement or adequate by protection Lien on such Term Loan Post-Petition Assets to secure the bankruptcy court shall be adequate noticeTerm Loan Obligations.

Financing Matters. (a) If any Grantor the Vendor becomes subject to any Insolvency ProceedingProceeding at any time prior to the Senior Debt Obligations Payment Date, and if the First Priority Senior Debt Representative with respect or the other Senior Debt Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubtcash collateral under any Insolvency Law, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding extent applicable or provides to provide financing to any Grantor the Vendor under the Bankruptcy Code secured by ABL Priority Collateral applicable Insolvency Laws or consents to consent (or does not object) to the provision of such financing to any Grantor Note Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority Senior Debt DIP Financing”), then the Second Priority Representative with respect to Purchaser agrees that the ABL Priority Collateral agrees, on behalf of itself Purchaser (i) (x) will consent and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, (and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed hereunder to have consented consented) to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority Senior Debt DIP FinancingFinancing on the grounds of a failure to provide “adequate protection” for the Royal Gold Lien on the Collateral to secure the Royal Gold Obligations or on any other grounds and (y) will not request any adequate protection, (b) shall only request or accept adequate protection to the extent applicable in connection with the use subject Insolvency Proceeding, solely as a result of such ABL Priority Collateral or such ABL Priority Senior Debt DIP Financing except, to the extent applicable, as permitted by set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Royal Gold Liens on any Senior Debt Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof Collateral (iA) to the Liens on such ABL Priority Collateral securing such ABL Priority Senior Debt DIP Financing on the same terms and conditions as the First Priority Senior Debt Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Senior Debt Secured Parties with respect to the ABL Priority CollateralParties, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiC) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Senior Debt Representative with respect to the ABL Priority Collateral or the other First Priority Senior Debt Secured Parties with respect and (D) to any court-ordered charge ranking senior to the ABL Senior Debt Liens agreed to by the Senior Debt Representative or other Senior Debt Parties, so long as (x) the Purchaser retains its Lien on the Collateral to secure the Royal Gold Obligations (in each case, including Proceeds thereof arising after the commencement of the Insolvency Proceeding) and, as to the Royal Gold Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under applicable Insolvency Law and any Lien securing such Senior Debt DIP Financing is junior and subordinate to the Lien of the Purchaser on the Royal Gold Priority Collateral, (y) all Liens on Senior Debt Priority Collateral securing any such Senior Debt DIP Financing shall be senior to or on a parity with the Liens of the Senior Debt Representative and the Senior Debt Lenders securing the Senior Debt Obligations on Senior Debt Priority Collateral and (dz) agrees if the Senior Debt Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the Senior Debt Obligations, and such replacement or adequate protection Lien is on any of the Royal Gold Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Royal Gold Priority Collateral (the “Royal Gold Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Purchaser on the Royal Gold Priority Collateral and (2) the Purchaser also receives a replacement or adequate protection Lien on such Royal Gold Post-Petition Assets of the debtor to secure the Royal Gold Obligations. In no event will any of the Senior Debt Secured Parties seek to obtain a priming Lien to secure any Senior Debt DIP Financing on any of the Royal Gold Priority Collateral and nothing contained herein shall be deemed to be a consent by the Purchaser to any adequate protection payments using Royal Gold Priority Collateral. Without prejudice to the rights of the Purchaser under this Agreement, the Senior Debt Representative may seek the appointment of a Receiver by the court over all of the Collateral (including all or any part of the Royal Gold Priority Collateral) and propose to the court that it grant the Receiver priming liens over all such Collateral for funding the costs of the receivership as is customary in Canadian receivership proceedings; provided, however, the Senior Debt Representative will not commence any Insolvency Proceeding for the appointment of a Receiver by a court with less notice to the Purchaser than is required by the applicable rules of court procedure, unless (i) the Senior Debt Representative reasonably determines that such an action is necessary to preserve and/or protect such Collateral from immediate damage or significant diminution in value and (ii) the Senior Debt Representative provides the Purchaser with no less than three (3) business day’s prior written notice of the hearing of the application to the court, to the extent possible; provided, however, that the Senior Debt Representative will not have any personal liability to the Purchaser for failure to provide the Purchaser with such events found prior written notice. The immediately forgoing sentence is not intended and shall not be construed as a waiver by the Purchaser of any statutory right to receive earlier notice from the Senior Debt Representative or other Person in connection with the appointment of a Receiver or an application to the court for the appointment of a Receiver. In no event shall the Purchaser sell or obtain a priming lien on any Senior Debt Priority Collateral in any Insolvency Proceedings or otherwise. Notwithstanding the granting of any priming liens by a court in favor of a Receiver over such Collateral, all rights and obligations of the Purchaser and the Senior Debt Representative are intended to be adequate by the bankruptcy court and shall be deemed to be subject to the Lien Priority and other terms and conditions of this Agreement. (b) All Liens granted to the Purchaser or the Senior Debt Representative in any Insolvency Proceeding, whether as adequate notice.protection or otherwise, are intended to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement. 5.3

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect or the other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does analogous Debtor Relief Laws in any relevant jurisdiction) or to provide financing to any Loan Party under the Bankruptcy Code (or analogous Debtor Relief Laws in any relevant jurisdiction) or to consent (or not object) to the provision of such financing to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not nor support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by Section set forth in paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral or similar relief provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral Parties, and (d) agrees that any notice received two calendar days prior to the entry of an order approving such events found to be adequate by the bankruptcy court usage of cash collateral or approving such financing shall be adequate notice.

Financing Matters. (a) If With respect to each Type of Common Collateral, prior to the First Priority Obligations Payment Date, if any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to the ABL Priority Collateral consents (or does not object) to the use of ABL Priority Collateral constituting such Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein therein as an a “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (ai) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Common Collateral or to such ABL Priority DIP Financing, (bii) shall only request or accept adequate protection in connection with the use of such ABL Priority Common Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below5.04, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof thereof, (iA) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on with the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection with respect to the ABL Priority Collateral protection, including Adequate Protection Liens, provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iiiC) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral (or the other First Priority Secured Parties with respect to Parties) and, if not the ABL First Priority Collateral Secured Parties, the Person providing such DIP Financing, as applicable, and (div) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice.

Financing Matters. (a) If any Grantor becomes subject to any Insolvency or Liquidation Proceeding, and if the First First-Priority Representative with respect (acting at the direction of the requisite First-Priority Secured Parties) desires to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for cash collateral under the avoidance of doubt, including but not limited Bankruptcy Code or any other Bankruptcy Law or to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides provide financing to any Grantor under Section 363 or Section 364 of the Bankruptcy Code secured by ABL Priority Collateral or consents any other similar provision in any Bankruptcy Law or to consent (or does not object) to the provision of such financing (including financing that primes or takes priority over existing Liens) to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Second-Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Second-Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Second-Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, provided that such parties receive adequate protection in a manner otherwise consistent with the terms of this Agreement, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Second-Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof claims (i) to any additional or replacement Liens, cash payments, or claims provided as adequate protection to the Liens on such ABL First-Priority Collateral securing such ABL Priority DIP Financing Secured Parties on the same terms and conditions as the First Second-Priority Liens on such ABL Priority Collateral Liens, right to cash payments, or claims are subordinated to such Liens on such ABL the First-Priority Collateral Liens, right to cash payments, or claims under this Agreement and (ii)(x) to the Liens, right to cash payments, or claims securing such ABL Priority DIP Financing (and the Liens securing the Second-Priority Obligations shall have the same priority with respect to the Common Collateral relative to the Liens securing the First-Priority Obligations as if such DIP Financing had not occurred), (y) to any “carve-out” agreed to by the First-Priority Representative or the other First-Priority Secured Parties and (z) in the case of any Insolvency or Liquidation Proceeding outside the United States, to any administrative or other charges granted in such Insolvency or Liquidation Proceeding that are similar in nature to a “carve-out” and agreed to by the First-Priority Representative or the other First-Priority Secured Parties, in the case of each of clauses (ii) (x), (y) and (z), with such subordination to be on the same terms as the First-Priority Liens or claims are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (d) will be deemed to have consented to, and will raise no objection to, and will not support any other Person objecting to (i) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of the First-Priority Obligations made by the First-Priority Representative or any First-Priority Secured Party, (ii) any lawful exercise by the First-Priority Representative or any other First-Priority Secured Party of the right to credit bid any adequate protection with respect to the ABL First-Priority Obligations at any sale in foreclosure of First-Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and or (iii) to any “carveother request for judicial relief made in any court by the First-out” with respect Priority Representative or any other First-Priority Secured Party relating to the ABL lawful enforcement of any First-Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate noticeLien.

Financing Matters. (a) If any Grantor Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect or any other First Priority Secured Parties desire to the ABL Priority Collateral consents consent (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor collateral under the Bankruptcy Code secured by ABL Priority Collateral or consents any other Bankruptcy Law or to provide financing to any Loan Party under the Bankruptcy Code or any other Bankruptcy Law or to consent (or does not object) to the provision of such financing (including financing that primes or takes priority over existing Liens) to any Grantor Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority CollateralParties, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral cash collateral or to such ABL Priority DIP Financing, (b) shall only will not request or accept adequate protection or any other relief in connection with the use of such ABL Priority Collateral cash collateral or such ABL Priority DIP Financing except as permitted by set forth in Section 5.4 below5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to any replacement Liens provided as adequate protection to the Liens on such ABL First Priority Collateral securing such ABL Priority DIP Financing Secured Parties on the same terms as the Second Priority Liens are subordinated to the First Priority Liens under this Agreement and conditions (ii)(x) to the Liens securing such DIP Financing, (y) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties and (z) in the case of any Insolvency Proceeding outside the United States, to any administrative or other charges granted in such Insolvency Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the other First Priority Secured Parties, in the case of each of clauses (ii) (x), (y) and (z), with such subordination to be on the same terms as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing thereto (and such subordination will not alter in any manner the terms of this Agreement), (iid) will be deemed to have consented to, and will raise no objection to, and will not support any adequate protection with other Person objecting to (i) any motion for relief from the automatic stay or from any injuction against foreclosure or enforcement in respect to the ABL Priority Collateral provided to of the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to Obligations made by the First Priority Representative with respect to or any First Priority Secured Party, (ii) any lawful exercise by the ABL First Priority Collateral Representative or the any other First Priority Secured Parties with respect Party of the right to credit bid any First Priority Obligations at any sale in foreclosure of First Priority Collateral or (iii) any other request for judicial relief made in any court by the First Priority Representative or any other First Priority Secured Party relating to the ABL lawful enforcement of any First Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate noticeLien.