Common use of No Contest; Adequate Protection Clause in Contracts

No Contest; Adequate Protection. (a) The New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that it shall not contest (or support any other Person contesting) (x) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common Collateral, (y) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Collateral. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the New First Lien Collateral Agent, on behalf of itself and/or any of the New First Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Collateral Agent on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Secured Parties).

No Contest; Adequate Protection. (a) The New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that it that, prior to the Discharge of ABL Obligations, none of them shall not contest (or support any other Person contesting) (xi) any request by the ABL Collateral Agent Agents or any ABL Secured Party for adequate protection of its interest in the Common Collateral, (yii) subject to Section 6.1(a) above, any proposed provision of DIP Financing by the ABL Agents and the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agents) or (iii) any objection by the ABL Collateral Agent Agents or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent Agents or any ABL Secured Party that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent Agents as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables CollateralAgreement. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common the Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Collateral), then the ABL Collateral AgentAgents, on behalf of itself themselves and the ABL Secured Parties, agrees that the New First Second Lien Collateral Agent, on behalf of itself and/or or any of the New First Second Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Second Lien Collateral Agent on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Secured Parties)Collateral.

No Contest; Adequate Protection. (a) The New First Lien Shared Collateral AgentAgents’, on behalf of itself and the New First Lien Shared Collateral Secured Parties, agrees that it that, prior to the Discharge of ABL Obligations, none of them shall not contest (or support any other Person contesting) (xa) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common ABL Collateral, (yb) any proposed provision of DIP Financing by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent) or (c) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common ABL Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. The ABL Agent, on behalf of the ABL Secured Parties, agrees that, prior to the Discharge of Shared Collateral Obligations, none of them shall contest (or support any other Person contesting) (a) any request by a Shared Collateral Agent or any Shared Collateral Secured Party for adequate protection of its interest in the Canadian Pledge Collateral or (b) any objection by a Shared Collateral Agent or any Shared Collateral Secured Party to any motion, relief, action, or proceeding based on a claim by a Shared Collateral Agent or any Shared Collateral Secured Party that its interests in the Canadian Pledge Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to a Shared Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables CollateralAgreement. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, Proceeding if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common the ABL Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Collateral), then the ABL Collateral Agent, on behalf of itself and the ABL Secured PartiesLenders, agrees that the New First Lien Shared Collateral AgentAgents, on behalf of itself and/or or any of the New First Lien Shared Collateral Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common ABL Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Shared Collateral Agent Agents on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Secured Parties)Collateral.

No Contest; Adequate Protection. (a) The New First Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured Parties, agrees that it that, prior to the Discharge of Senior Lien Obligations, none of them shall not seek or accept any form of adequate protection under any or all of Section 361, 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, except as set forth in this Section 6.3 or as may otherwise be consented to in writing by the Senior Lien Agent in its sole and absolute discretion. The Junior Lien Agent, on behalf of itself and the Junior Lien Secured Parties, agrees that, prior to the Discharge of Senior Lien Obligations, none of them shall contest (or support any other Person contesting) (xi) any request by the ABL Collateral Senior Lien Agent or any ABL Senior Lien Secured Party for adequate protection of its interest in the Common Collateral, (yii) any proposed provision of DIP Financing by the Senior Lien Agent or the other Senior Lien Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the Senior Lien Agent) (unless in contravention of Section 6.1(a) hereof) or (iii) any objection by the ABL Collateral Senior Lien Agent or any ABL Senior Lien Secured Party to any motion, relief, action, action or proceeding based on a claim by the ABL Collateral Senior Lien Agent or any ABL Senior Lien Secured Party that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Senior Lien Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables CollateralAgreement. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, : (i) if the ABL Senior Lien Secured Parties (or any subset thereof) are granted adequate protection with respect to Common the Collateral in the form of additional collateral (even if such collateral is not of a type which that would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Collateral), then the ABL Collateral Senior Lien Agent, on behalf of itself and the ABL Senior Lien Secured Parties, agrees that the New First Junior Lien Collateral Agent, on behalf of itself and/or or any of the New First Junior Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Senior Lien Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Senior Lien Obligations on the same basis as the other Liens of the New First Junior Lien Collateral Agent on the Common Collateral; and (ii) in the event the Junior Lien Agent, on behalf of itself or any of the Junior Lien Secured Parties, is granted adequate protection in respect of the Collateral in the form of additional collateral, then the Junior Lien Agent, on behalf of itself and any of the Junior Lien Secured Parties, agrees that the Senior Lien Agent, on behalf of itself or any of the Senior Lien Secured Parties, shall be granted adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional collateral, which Lien will be senior to the Liens securing the Junior Lien Obligations on the same basis as the Liens of the Senior Lien Agent on the Collateral. (it being understood that c) Except as otherwise expressly set forth in Section 6.1 hereof, nothing herein shall limit the rights of the Senior Lien Agent or the other Senior Lien Secured Parties from seeking adequate protection with respect to their rights in the Collateral in any Insolvency Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise). (d) Notwithstanding the foregoing, the applicable provisions of Sections 6.1 and 6.3(a) shall only be binding on the Junior Lien Secured Parties with respect to any DIP Financing to the extent that any the aggregate principal amount of such additional collateral constituted Non-Receivables Collateral at DIP Financing does not exceed the time it was granted sum of (i) to the ABL Secured Partiesextent refinanced in connection with, and included as part of, such DIP Financing, the Lien thereon in favor aggregate principal amount of the ABL Secured Parties shall be subordinate in all respects pre-petition Senior Lien Obligations (plus, without duplication, the amount of any unused commitments under any Senior Lien Credit Agreement immediately prior to the Liens thereon in favor commencement of the New First Lien Secured Partiesapplicable Insolvency Proceeding), (ii) the aggregate amount of ABL Claims (as such term is defined in the Term/ABL Intercreditor Agreement on the date hereof) outstanding under the ABL Credit Agreement (plus, without duplication, the amount of any unused commitments under any ABL Credit Agreement immediately prior to the commencement of the applicable Insolvency Proceeding), and (iii) 20.0% of the amounts set forth in clauses (i) and (ii).

No Contest; Adequate Protection. (a) The New First Lien CF Collateral Agent, on behalf of itself and the New First Lien CF Secured Parties, agrees that it shall not contest (or support any other Person contesting) (x) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common Intercreditor Collateral, (y) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common Intercreditor Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Intercreditor Collateral or Receivables Intercreditor Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien CF Collateral Agent or any New First Lien CF Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Intercreditor Collateral. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Intercreditor Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Intercreditor Collateral (unless such additional collateral is an asset of an ABL Entity)), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the New First Lien CF Collateral Agent, on behalf of itself and/or any of the New First Lien CF Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Intercreditor Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien CF Collateral Agent on the Common Intercreditor Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Intercreditor Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien CF Secured Parties).

No Contest; Adequate Protection. (a) The New First Lien Term Loan Collateral Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that it shall not contest (or support any other Person contesting) (x) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common Collateral, (y) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Term Loan Collateral Agent or any New First Lien Term Loan Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Common Collateral. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Collateral in the form of additional or replacement collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity))Collateral) or a superpriority administrative claim, then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the New First Lien Term Loan Collateral Agent, on behalf of itself and/or any of the New First Lien Term Loan Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateralor replacement collateral and/or a superpriority administrative claim, which Lien and/or superpriority administrative claim will be subordinated to the Liens securing securing, and/or superpriority administrative claims granted with respect to, the ABL Obligations Obligations, on the same basis as the other Liens of the New First Lien of, and claims with respect to, such Term Loan Collateral Agent on the Common Collateral (it being understood that to the extent that any such additional or replacement collateral constituted Non-Receivables Common Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Term Loan Secured Parties). (c) To the extent that the order of the Bankruptcy Court approving the DIP Financing or use of cash collateral provides that the ABL Secured Parties are entitled to receive adequate protection in the form of payments in the amount of current post-petition interest, incurred fees and expenses or other cash payments, or otherwise with the consent of the ABL Collateral Agent, then the Term Loan Collateral Agent and the Term Loan Secured Parties shall not be prohibited from seeking and obtaining adequate protection with respect to their interests in the Common Collateral in the form of such payments in the amount of current post-petition interest, incurred fees and expenses of other cash payments in the applicable Insolvency or Liquidation Proceeding. (d) Nothing contained in this Agreement shall prohibit or restrict the Term Loan Collateral Agent or Term Loan Secured Party from seeking or obtaining “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is with respect to its interests in the Non-Common Collateral.

No Contest; Adequate Protection. (a) The New First Each Subordinated Lien Collateral Agent, on behalf of itself and the New First applicable Subordinated Lien Secured Parties, agrees that it shall not contest (or support any other Person contesting) (x) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common Collateral, (y) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Collateral. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the New First each Subordinated Lien Collateral Agent, on behalf of itself and/or any of the New First applicable Subordinated Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First such Subordinated Lien Collateral Agent on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien CF Secured Parties and the Bond Secured Parties).

No Contest; Adequate Protection. (a) The New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured PartiesTerm Lenders, agrees that it that, prior to the Discharge of ABL Obligations, none of them shall not contest (or support any other Person contesting) (xa) any request by the ABL Collateral Agent or any ABL Secured Party Lender for adequate protection of its interest in the Common Collateral, (yb) any proposed provision of DIP Financing by the ABL Agent and the ABL Lenders (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent) or (c) any objection by the ABL Collateral Agent or any ABL Secured Party Lender to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party Lender that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or Agreement. (zb) any lawful exercise by The ABL Agent, on behalf of itself and the ABL Collateral Agent or any ABL Secured Party Lenders, agrees that, prior to the Discharge of the right to credit bid ABL Obligations at any sale Term Obligations, none of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement them shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging contest (or support any other Person contesting or challengingcontesting) (i) any request by the ABL Collateral Term Agent or any ABL Secured Party Term Lender for “adequate protection” protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), or (ii) any objection by the Term Agent or any Term Lender to any motion, relief, action or proceeding based on a claim by the Term Agent or any Term Lender that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or the grant of any such “adequate protection”) other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the extent such “Term Agent as adequate protection” is in the form protection of a Lien on any Non-Receivables Collateralits interests are subject to this Agreement. (bc) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, : (i) if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Priority Collateral), then the ABL Collateral Agent, on behalf of itself and the ABL Secured PartiesLenders, agrees that the New First Lien Collateral Term Agent, on behalf of itself and/or or any of the New First Lien Secured PartiesTerm Lenders, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Collateral Term Agent on ABL Priority Collateral; and (ii) in the Common event the Term Agent, on behalf of itself or any of the Term Lenders, are granted adequate protection in respect of Term Priority Collateral (it being understood that to in the extent that any such form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Non-Receivables Collateral at Term Priority Collateral), then the time it was granted to Term Agent, on behalf of itself and any of the Term Lenders, agrees that the ABL Secured Parties, the Lien thereon in favor Agent on behalf of itself or any of the ABL Lenders, may seek or request (and the Term Secured Parties shall will not oppose such request) adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinate in all respects subordinated to the Liens thereon in favor securing the Term Obligations on the same basis as the other Liens of the New First Lien Secured PartiesABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to (A) the ABL Priority Collateral, nothing herein shall limit the rights of the Term Agent or the Term Lenders from seeking adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) or (B) the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Lenders from seeking adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) The New First In any Insolvency Proceeding, the Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that it that, prior to the Discharge of First Lien Obligations, none of them shall not contest (or support any other Person contesting) (xi) any request by the ABL Collateral First Lien Agent or any ABL First Lien Secured Party for adequate protection of its interest in the Common CollateralCollateral in compliance with the terms of this Agreement, (yii) except as otherwise expressly provided herein, any proposed provision of DIP Financing by the First Lien Agent and some or all of the First Lien Secured Parties consistent with Section 6.1(a), or (iii) any objection by the ABL Collateral First Lien Agent or any ABL First Lien Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral First Lien Agent or any ABL First Lien Secured Party that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral First Lien Agent as adequate protection of its interests are subject to this Agreement or Agreement. (zb) In any lawful exercise by Insolvency Proceeding, the ABL Collateral Agent First Lien Agent, on behalf of itself or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party Parties, agrees that if the First Lien Secured Parties are granted adequate protection in the form of: (1) an additional or replacement Lien in connection with any DIP Financing or use of cash collateral that constitutes Collateral, then First Lien Agent agrees that Second Lien Agent shall also be entitled to seek, without objection from contesting the First Lien Agent, adequate protection in the form of an additional or challenging (replacement Lien, which additional or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) replacement Lien, if obtained, shall be junior to the extent such “Liens securing the First Lien Obligations (including those under a DIP Financing) on the same basis as the other Liens securing the Second Lien Obligations are junior to Liens securing the First Lien Obligations under this Agreement; and (2) a superpriority or other administrative expense claim in connection with any DIP Financing or use of cash collateral that constitutes Collateral, then First Lien Agent agrees that Second Lien Agent shall also be entitled to seek, without objection from First Lien Agent, adequate protection” is protection in the form of a superpriority or other administrative expense claim (as applicable), which superpriority or other administrative expense claim, if obtained, shall be treated as Proceeds of Collateral for all purposes under this Agreement and shall be junior to the superpriority or other administrative expense claim of the First Lien on any Non-Receivables CollateralClaimholders. (bc) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if in the ABL Secured Parties (event that the First Lien Agent, on behalf of itself or any subset thereof) are of the First Lien Secured Parties, is granted adequate protection with respect to Common the Collateral in the form of (i) additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Collateral), then the ABL Collateral First Lien Agent, on behalf of itself and the ABL First Lien Secured Parties, agrees that the New First Second Lien Collateral Agent, on behalf of itself and/or or any of the New First Second Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL First Lien Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL First Lien Obligations on the same basis as the other Liens of the New First Second Lien Collateral Agent on the Common Collateral Collateral, or (ii) cash payments of interest and reasonable fees and expenses of the First Lien Parties in connection with their interests in the Collateral, then the Second Lien Agent, on behalf of itself or the other Second Lien Secured Parties, may seek or request cash payments of interest and reasonable fees and expenses of the Second Lien Secured Parties in connection with their interests in the Collateral, to the extent supported by a debtor-in-possession budget as agreed by the applicable debtor and the First Lien Agent (it being understood that the First Lien Agent will not object to the inclusion of such amounts in such debtor-in-possession budget). (d) Neither the Second Lien Agent nor any Second Lien Secured Party shall oppose or seek to challenge any claim by the First Lien Agent or any First Lien Secured Party for allowance in any Insolvency Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent that any such additional collateral constituted Non-Receivables Collateral at of the time it was granted to the ABL Secured Parties, value of the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New securing any First Lien Secured Parties)Party’s claim, without regard to the existence of the Lien of the Second Lien Agent on behalf of the Second Lien Secured Parties on the Collateral. (e) Neither the First Lien Agent nor any other First Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Agent or any Second Lien Secured Party for allowance in any Insolvency Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Second Lien Secured Party’s claim.

No Contest; Adequate Protection. (a) The New First Lien Notes Collateral Agent, on behalf of itself and the New First Lien Notes Secured Parties, agrees that it shall not contest (or support any other Person contesting) (x) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common Intercreditor Collateral, (y) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common Intercreditor Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Intercreditor Collateral or Receivables Intercreditor Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Intercreditor Collateral. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Intercreditor Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Intercreditor Collateral), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the New First Lien Notes Collateral Agent, on behalf of itself and/or any of the New First Lien Notes Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Intercreditor Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Notes Collateral Agent on the Common Intercreditor Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Intercreditor Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Notes Secured Parties).

No Contest; Adequate Protection. (a) The New First Lien Shared Collateral AgentAgents’, on behalf of itself and the New First Lien Shared Collateral Secured Parties, agrees that it that, prior to the Discharge of ABL Obligations, none of them shall not contest (or support any other Person contesting) ) (xa) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common ABL Collateral, (yb) any proposed provision of DIP Financing by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent) or (c) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common ABL Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables CollateralAgreement. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, Proceeding if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common the ABL Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Collateral), then the ABL Collateral Agent, on behalf of itself and the ABL Secured PartiesLenders, agrees that the New First Lien Shared Collateral AgentAgents, on behalf of itself and/or or any of the New First Lien Shared Collateral Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common ABL Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Shared Collateral Agent Agents on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Secured Parties)Collateral.

No Contest; Adequate Protection. (a) The New First Each Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured PartiesParties represented by it, agrees that it that, prior to the Discharge of Senior Lien Obligations, none of them shall not seek or accept any form of adequate protection under any or all of Section 361, 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, except as set forth in this Section 6.3 or as may otherwise be consented to in writing by the Designated Senior Lien Agent in its sole and absolute discretion. Each Junior Lien Agent, on behalf of itself and the Junior Lien Secured Parties represented by it, agrees that, prior to the Discharge of Senior Lien Obligations, none of them shall contest (or support any other Person contesting) (xi) any request by the ABL Collateral any Senior Lien Agent or any ABL Senior Lien Secured Party for adequate protection of its interest in the Common Collateral, (yii) any proposed provision of DIP Financing by any Senior Lien Agent or the other Senior Lien Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the Designated Senior Lien Agent) (unless in contravention of Section 6.1(a) hereof) or (iii) any objection by the ABL Collateral any Senior Lien Agent or any ABL Senior Lien Secured Party to any motion, relief, action, action or proceeding based on a claim by the ABL Collateral any Senior Lien Agent or any ABL Senior Lien Secured Party that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent Senior Lien Agents as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Collateral. (b) Agreement. Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, : if the ABL Senior Lien Secured Parties (or any subset thereof) are granted adequate protection with respect to Common the Collateral in the form of additional collateral (even if such collateral is not of a type which that would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Collateral), then the ABL Collateral each Senior Lien Agent, on behalf of itself and the ABL Senior Lien Secured PartiesParties represented by it, agrees that the New First Junior Lien Collateral AgentAgents, on behalf of itself and/or or any of the New First Junior Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Senior Lien Obligations on the same basis as the other Liens of the New First Junior Lien Collateral Agent Agents on the Common Collateral; and in the event any Junior Lien Agent, on behalf of itself or any of the Junior Lien Secured Parties, is granted adequate protection in respect of the Collateral in the form of additional collateral, then any Junior Lien Agent, on behalf of itself and any of the Junior Lien Secured Parties represented by it, agrees that the Senior Lien Agents, on behalf of itself or any of the Senior Lien Secured Parties, shall be granted adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional collateral, which Lien will be senior to the Liens securing the Junior Lien Obligations on the same basis as the Liens of the Senior Lien Agents on the Collateral. Except as otherwise expressly set forth in Section 6.1 hereof, nothing herein shall limit the rights of the Senior Lien Agents or the other Senior Lien Secured Parties from seeking adequate protection with respect to their rights in the Collateral in any Insolvency Proceeding (it being understood that including adequate protection in the form of a cash payment, periodic cash payments or otherwise). Notwithstanding the foregoing, the applicable provisions of Sections 6.1 and 6.3(a) shall only be binding on the Junior Lien Secured Parties with respect to any DIP Financing to the extent that the aggregate principal amount of such DIP Financing does not exceed the sum of (i) the aggregate principal amount of the pre-petition Senior Lien Obligations (plus, without duplication, the amount of any such additional collateral constituted Non-Receivables Collateral at unused commitments and the time it was granted face amount of any outstanding letters of credit under any Senior Lien Credit Agreement immediately prior to the ABL Secured Parties, the Lien thereon in favor commencement of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor applicable Insolvency Proceeding), and (ii) 20.0% of the New First Lien Secured Partiesamounts set forth in clauses (i).

No Contest; Adequate Protection. (a) The New First Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured Parties, agrees that it that, prior to the Discharge of Senior Lien Obligations, none of them shall not seek or accept any form of adequate protection under any or all of Section 361, 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, except as set forth in this Section 6.3 or as may otherwise be consented to in writing by the Senior Lien Agent in its sole and absolute discretion. The Junior Lien Agent, on behalf of itself and the Junior Lien Secured Parties, agrees that, prior to the Discharge of Senior Lien Obligations, none of them shall contest (or support any other Person contesting) (xi) any request by the ABL Collateral Senior Lien Agent or any ABL Senior Lien Secured Party for adequate protection of its interest in the Common Collateral, (yii) any proposed provision of DIP Financing by the Senior Lien Agent or the other Senior Lien Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the Senior Lien Agent) (unless in contravention of Section 6.1(a) hereof) or (iii) any objection by the ABL Collateral Senior Lien Agent or any ABL Senior Lien Secured Party to any motion, relief, action, action or proceeding based on a claim by the ABL Collateral Senior Lien Agent or any ABL Senior Lien Secured Party that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Senior Lien Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables CollateralAgreement. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, : (i) if the ABL Senior Lien Secured Parties (or any subset thereof) are granted adequate protection with respect to Common the Collateral in the form of additional collateral (even if such collateral is not of a type which that would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Collateral), then the ABL Collateral Senior Lien Agent, on behalf of itself and the ABL Senior Lien Secured Parties, agrees that the New First Junior Lien Collateral Agent, on behalf of itself and/or or any of the New First Junior Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Senior Lien Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Senior Lien Obligations on the same basis as the other Liens of the New First Junior Lien Collateral Agent on the Common Collateral; and US-DOCS\79710835.5 Senior Junior Intercreditor Agreement (ii) in the event the Junior Lien Agent, on behalf of itself or any of the Junior Lien Secured Parties, is granted adequate protection in respect of the Collateral in the form of additional collateral, then the Junior Lien Agent, on behalf of itself and any of the Junior Lien Secured Parties, agrees that the Senior Lien Agent, on behalf of itself or any of the Senior Lien Secured Parties, shall be granted adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional collateral, which Lien will be senior to the Liens securing the Junior Lien Obligations on the same basis as the Liens of the Senior Lien Agent on the Collateral. (it being understood that c) Except as otherwise expressly set forth in Section 6.1 hereof, nothing herein shall limit the rights of the Senior Lien Agent or the other Senior Lien Secured Parties from seeking adequate protection with respect to their rights in the Collateral in any Insolvency Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise). (d) Notwithstanding the foregoing, the applicable provisions of Sections 6.1 and 6.3(a) shall only be binding on the Junior Lien Secured Parties with respect to any DIP Financing to the extent that any the aggregate principal amount of such additional collateral constituted Non-Receivables Collateral at DIP Financing does not exceed the time it was granted sum of (i) to the ABL Secured Partiesextent refinanced in connection with, and included as part of, such DIP Financing, the Lien thereon in favor aggregate principal amount of the ABL Secured Parties shall be subordinate in all respects pre-petition Senior Lien Obligations (plus, without duplication, the amount of any unused commitments under any Senior Lien Credit Agreement immediately prior to the Liens thereon in favor commencement of the New First Lien Secured Partiesapplicable Insolvency Proceeding), and (ii) 20.0% of the amounts set forth in clauses (i).

No Contest; Adequate Protection. (a) The New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that it that, prior to the Discharge of ABL Obligations, none of them shall not contest (or support any other Person contesting) (xi) any request by the ABL Collateral Agent Agents or any ABL Secured Party for adequate protection of its interest in the Common Collateral, (yii) subject to Section 6.1(a) above, any proposed provision of DIP Financing by the ABL Agents and the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agents) or (iii) any objection by the ABL Collateral Agent Agents or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent Agents or any ABL Secured Party that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent Agents as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables CollateralAgreement. (ba) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common the Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Collateral), then the ABL Collateral AgentAgents, on behalf of itself themselves and the ABL Secured Parties, agrees that the New First Second Lien Collateral Agent, on behalf of itself and/or or any of the New First Second Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Second Lien Collateral Agent on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Secured Parties)Collateral.

No Contest; Adequate Protection. (a) The New First Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured Parties, agrees that it that, prior to the Discharge of Senior Lien Obligations, none of them shall not seek or accept any form of adequate protection under any or all of Section 361, 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, except as set forth in this Section 6.3 or as may otherwise be consented to in writing by the Senior Lien Agent in its sole and absolute discretion. The Junior Lien Agent, on behalf of itself and the Junior Lien Secured Parties, agrees that, prior to the Discharge of Senior Lien Obligations, none of them shall contest (or support any other Person contesting) (xi) any request by the ABL Collateral Senior Lien Agent or any ABL Senior Lien Secured Party for adequate protection of its interest in the Common Collateral, (yii) any proposed provision of DIP Financing by the Senior Lien Agent or the other Senior Lien Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the Senior Lien Agent) (unless in contravention of Section 6.1(a) hereof) or (iii) any objection by the ABL Collateral Senior Lien Agent or any ABL Senior Lien Secured Party to any motion, relief, action, action or proceeding based on a claim by the ABL Collateral Senior Lien Agent or any ABL Senior Lien Secured Party that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Senior Lien Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Collateral. (b) Agreement. Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, : if the ABL Senior Lien Secured Parties (or any subset thereof) are granted adequate protection with respect to Common the Collateral in the form of additional collateral (even if such collateral is not of a type which that would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Collateral), then the ABL Collateral Senior Lien Agent, on behalf of itself and the ABL Senior Lien Secured Parties, agrees that the New First Junior Lien Collateral Agent, on behalf of itself and/or or any of the New First Junior Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Senior Lien Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Senior Lien Obligations on the same basis as the other Liens of the New First Junior Lien Collateral Agent on the Common Collateral; and in the event the Junior Lien Agent, on behalf of itself or any of the Junior Lien Secured Parties, is granted adequate protection in respect of the Collateral in the form of additional collateral, then the Junior Lien Agent, on behalf of itself and any of the Junior Lien Secured Parties, agrees that the Senior Lien Agent, on behalf of itself or any of the Senior Lien Secured Parties, shall be granted adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional collateral, which Lien will be senior to the Liens securing the Junior Lien Obligations on the same basis as the Liens of the Senior Lien Agent on the Collateral. Except as otherwise expressly set forth in Section 6.1 hereof, nothing herein shall limit the rights of the Senior Lien Agent or the other Senior Lien Secured Parties from seeking adequate protection with respect to their rights in the Collateral in any Insolvency Proceeding (it being understood that including adequate protection in the form of a cash payment, periodic cash payments or otherwise). Notwithstanding the foregoing, the applicable provisions of Sections 6.1 and 6.3(a) shall only be binding on the Junior Lien Secured Parties with respect to any DIP Financing to the extent that any the aggregate principal amount of such additional collateral constituted Non-Receivables Collateral at DIP Financing does not exceed the time it was granted sum of (i) to the ABL Secured Partiesextent refinanced in connection with, and included as part of, such DIP Financing, the Lien thereon in favor aggregate principal amount of the ABL Secured Parties shall be subordinate in all respects pre-petition Senior Lien Obligations (plus, without duplication, the amount of any unused commitments under any Senior Lien Credit Agreement immediately prior to the Liens thereon in favor commencement of the New First Lien Secured Partiesapplicable Insolvency Proceeding), (ii) the aggregate amount of ABL Claims (as such term is defined in the Term/ABL Intercreditor Agreement on the date hereof) outstanding under the ABL Credit Agreement (plus, without duplication, the amount of any unused commitments under any ABL Credit Agreement immediately prior to the commencement of the applicable Insolvency Proceeding), and (iii) 20.0% of the amounts set forth in clauses (i) and (ii).

No Contest; Adequate Protection. (a) The New First Lien CF Collateral Agent, on behalf of itself and the New First Lien CF Secured Parties, agrees that it shall not contest (or support any other Person contesting) (x) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common Intercreditor Collateral, (y) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common Intercreditor Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Intercreditor Collateral or Receivables Non-Intercreditor Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien CF Collateral Agent or any New First Lien CF Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Intercreditor Collateral. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Intercreditor Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Intercreditor Collateral), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the New First Lien CF Collateral Agent, on behalf of itself and/or any of the New First Lien CF Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Intercreditor Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien CF Collateral Agent on the Common Intercreditor Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Intercreditor Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien CF Secured Parties).

No Contest; Adequate Protection. (a) The New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured PartiesTerm Lenders, agrees that it that, prior to the Discharge of ABL Obligations, none of them shall not contest (or support any other Person contesting) (xa) any request by the ABL Collateral Agent or any ABL Secured Party Lender for adequate protection of its interest in the Common Collateral, (yb) any proposed provision of DIP Financing by the ABL Agent and the ABL Lenders (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent in accordance with Section 6.1 or (c) any objection by the ABL Collateral Agent or any ABL Secured Party Lender to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party Lender that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or Agreement. (zb) any lawful exercise by The ABL Agent, on behalf of itself and the ABL Collateral Agent or any ABL Secured Party Lenders, agrees that, prior to the Discharge of the right to credit bid ABL Obligations at any sale Term Obligations, none of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement them shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging contest (or support any other Person contesting or challengingcontesting) (i) any request by the ABL Collateral Term Agent or any ABL Secured Party Term Lender for “adequate protection” protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), or (ii) any objection by the Term Agent or any Term Lender to any motion, relief, action or proceeding based on a claim by the Term Agent or any Term Lender that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or the grant of any such “adequate protection”) other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the extent such “Term Agent as adequate protection” is in the form protection of a Lien on any Non-Receivables Collateralits interests are subject to this Agreement. (bc) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, : (i) if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Priority Collateral), then the ABL Collateral Agent, on behalf of itself and the ABL Secured PartiesLenders, agrees that the New First Lien Collateral Term Agent, on behalf of itself and/or or any of the New First Lien Secured PartiesTerm Lenders, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Collateral Term Agent on ABL Priority Collateral; (ii) in the Common event the Term Agent, on behalf of itself or any of the Term Lenders, are granted adequate protection in respect of Term Priority Collateral (it being understood that to in the extent that any such form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Non-Receivables Collateral at Term Priority Collateral), then the time it was granted to Term Agent, on behalf of itself and any of the Term Lenders, agrees that the ABL Secured Parties, the Lien thereon in favor Agent on behalf of itself or any of the ABL Lenders, may seek or request (and the Term Secured Parties shall will not oppose such request) adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinate in all respects subordinated to the Liens thereon in favor securing the Term Obligations on the same basis as the other Liens of the New First Lien Secured PartiesABL Agent on Term Priority Collateral; and (iii) except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to (A) the ABL Priority Collateral, nothing herein shall limit the rights of the Term Agent or the Term Lenders from seeking adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) or (B) the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Lenders from seeking adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) The New First Lien Notes Collateral Agent, on behalf of itself and the New First Lien Notes Secured Parties, agrees that it shall not contest (or support any other Person contesting) (x) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common Intercreditor Collateral, (y) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common Intercreditor Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Intercreditor Collateral or Receivables Intercreditor Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Intercreditor Collateral. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the New First Lien Collateral Agent, on behalf of itself and/or any of the New First Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Collateral Agent on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Secured Parties).

No Contest; Adequate Protection. (a) The New First Lien Collateral AgentEach Junior Priority Representative, on behalf of itself and the New First Lien its Related Secured Parties, agrees that it shall not contest (or support any other Person contesting) (x) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common Intercreditor Collateral, (y) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common Intercreditor Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement ) or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Intercreditor Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent any Junior Priority Representative or any New First Lien Secured Junior Priority Debt Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Intercreditor Collateral. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Intercreditor Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Intercreditor Collateral), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the New First Lien Collateral Agenteach Junior Priority Representative, on behalf of itself and/or any of the New First Lien and its Related Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Intercreditor Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Collateral Agent such Junior Priority Representative on the Common Intercreditor Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Intercreditor Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Secured Junior Priority Debt Parties).

No Contest; Adequate Protection. (a) The New First Each Subordinated Lien Collateral Agent, on behalf of itself and the New First applicable Subordinated Lien Secured Parties, agrees that it shall not contest (or support any other Person contesting) (x) any request by the ABL First Lien Collateral Agent or any ABL First Lien Secured Party for adequate protection of its interest in the Common Collateral, (y) any objection by the ABL First Lien Collateral Agent or any ABL First Lien Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL First Lien Collateral Agent or any ABL First Lien Secured Party that its interests in the Common Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL First Lien Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL First Lien Collateral Agent or any ABL First Lien Secured Party of the right to credit bid ABL First Lien Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL First Lien Collateral Agent or any ABL First Lien Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Revolver Collateral. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL First Lien Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Collateral), then the ABL First Lien Collateral Agent, on behalf of itself and the ABL First Lien Secured Parties, agrees that the New First each Subordinated Lien Collateral Agent, on behalf of itself and/or any of the New First applicable Subordinated Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL First Lien Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL First Lien Obligations on the same basis as the other Liens of the New First such Subordinated Lien Collateral Agent on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Revolver Collateral at the time it was granted to the ABL First Lien Secured Parties, the Lien thereon in favor of the ABL First Lien Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Second Lien Secured Parties and the Third Lien Secured Parties).

No Contest; Adequate Protection. (a) The New First Lien CF Collateral Agent, on behalf of itself and the New First Lien CF Secured Parties, agrees that it shall not contest (or support any other Person contesting) (x) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common Intercreditor Collateral, (y) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common Intercreditor Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Intercreditor Collateral or Receivables Non-Intercreditor Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien CF Collateral Agent or any New First Lien CF Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables Intercreditor Collateral. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the New First Lien Collateral Agent, on behalf of itself and/or any of the New First Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Collateral Agent on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Secured Parties).

No Contest; Adequate Protection. (a) The New First Lien Shared Collateral AgentAgents’, on behalf of itself and the New First Lien Shared Collateral Secured Parties, agrees that it that, prior to the Discharge of ABL Obligations, none of them shall not contest (or support any other Person contesting) (xa) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Select as appropriate. Include bracketed language if there are either multiple Assignors or multiple Assignees. of its interest in the Common ABL Collateral, (yb) any proposed provision of DIP Financing by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent) or (c) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common ABL Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. The ABL Agent, on behalf of the ABL Secured Parties, agrees that, prior to the Discharge of Shared Collateral Obligations, none of them shall contest (or support any other Person contesting) (a) any request by a Shared Collateral Agent or any Shared Collateral Secured Party for adequate protection of its interest in the Canadian Pledge Collateral or (b) any objection by a Shared Collateral Agent or any Shared Collateral Secured Party to any motion, relief, action, or proceeding based on a claim by a Shared Collateral Agent or any Shared Collateral Secured Party that its interests in the Canadian Pledge Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to a Shared Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables CollateralAgreement. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the New First Lien Collateral Agent, on behalf of itself and/or any of the New First Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Collateral Agent on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Secured Parties).

No Contest; Adequate Protection. (a) The New First Lien Shared Collateral AgentAgents’, on behalf of itself and the New First Lien Shared Collateral Secured Parties, agrees that it that, prior to the Discharge of ABL Obligations, none of them shall not contest (or support any other Person contesting) (xa) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common ABL Collateral, (yb) any proposed provision of DIP Financing by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent) or (c) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common ABL Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. The ABL Agent, on behalf of the ABL Secured Parties, agrees that, prior to the Discharge of Shared Collateral Obligations, none of them shall contest (or support any other Person contesting) (a) any request by a Shared Collateral Agent or any Shared Collateral Secured Party for adequate protection of its interest in the Canadian Pledge Collateral or (b) any objection by a Shared Collateral Agent or any Shared Collateral Secured Party to any motion, relief, action, or proceeding based on a claim by a Shared Collateral Agent or any Shared Collateral Secured Party that its interests in the Canadian Pledge Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to a Shared Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables CollateralAgreement. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the New First Lien Collateral Agent, on behalf of itself and/or any of the New First Lien Secured Parties, may, subject to the First Lien Intercreditor Agreement, seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Collateral Agent on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Secured Parties).

No Contest; Adequate Protection. (a) The New First Lien Shared Collateral AgentAgents’, on behalf of itself and the New First Lien Shared Collateral Secured Parties, agrees that it that, prior to the Discharge of ABL Obligations, none of them shall not contest (or support any other Person contesting) (xa) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Common ABL Collateral, (yb) any proposed provision of DIP Financing by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent) or (c) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Common ABL Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Common Collateral or Receivables Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Receivables CollateralAgreement. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, Proceeding if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Common the ABL Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Common Collateral (unless such additional collateral is an asset of an ABL Entity)Collateral), then the ABL Collateral Agent, on behalf of itself and the ABL Secured PartiesLenders, agrees that the New First Lien Shared Collateral AgentAgents, on behalf of itself and/or or any of the New First Lien Shared Collateral Secured Parties, may, subject to the First Lien Intercreditor Agreement, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Common ABL Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the New First Lien Shared Collateral Agent Agents on the Common Collateral (it being understood that to the extent that any such additional collateral constituted Non-Receivables Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the New First Lien Secured Parties)Collateral.