Common use of No Contest; Adequate Protection Clause in Contracts

No Contest; Adequate Protection. (a) Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection of its interests are subject to this Agreement. (c) 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 the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties 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). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties 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) Each The Term AgentAgents, on behalf of itself themselves and the relevant Term Secured Parties, agrees agree that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term AgentAgents, on behalf of itself themselves and the relevant Term Secured Parties, agrees agree that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) aboveabove or the other provisions of this Section 6.3), (ii) any proposed provision of ABL DIP Financing by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide an ABL DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) aboveabove or the other provisions of this Section 6.3)) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) aboveabove or the other provisions of this Section 6.3), (ii) any proposed provision of Term DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide a Term DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) aboveabove or the other provisions of this Section 6.3) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of a Lien on additional or replacement collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each any Term Agent, on behalf of itself or any of the relevant Term Secured PartiesParties represented by it, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated to the Liens securing and providing adequate protection with respect to the ABL Obligations on the same basis as the other Liens of such the Term Agent Agents’ on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured PartiesParties represented by it, is are granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of a Lien on additional or replacement collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term AgentAgents, on behalf of itself themselves and any of the relevant Term Secured Parties, agrees agree that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated to the Liens securing and providing adequate protection with respect to the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise, provided that such cash payments do not come from the Proceeds of ABL Priority Collateral). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise, provided that such cash payments do not come from the Proceeds of Term Priority Collateral).

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection of its interests are subject to this Agreement. (c) 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 the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties 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). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties 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) Each Term Agent, on behalf of itself and the relevant applicable Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) aboveor Section 6.3(b) or if the adequate protection sought is in the form of a cash payment, periodic cash payments or otherwise, in each case to the extent such payments are made from the Proceeds of the Term Priority Collateral), (ii) subject to Section 6.1(a) above, any proposed provision of ABL DIP Financing Financing, including any consensual use of cash collateral constituting ABL Priority Collateral, by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide ABL DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) or ), (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) Agreement (unless in contravention of Section 6.1(b) above) or Section 6.3(b)), or (iiiiv) any objection request by any Term the ABL Agent or any Term ABL Secured Party for payment of interest (including post-petition interest), fees, expenses or other amounts to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term ABL Secured Party that its interests in under Section 506(b) or 506(c) of the Collateral Bankruptcy Code or other applicable law (unless in contravention of Section 6.1(a6.1(b) aboveor Section 6.3(b) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection of its interests are subject to this Agreement. (c) 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 the ABL Priority Collateral in extent such payments are to be made from the form Proceeds of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties from seeking Adequate Protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection in or from the form proceeds of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties 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 otherwiseDIP Financing).

No Contest; Adequate Protection. (a) Each Term The Cash Flow Agent, on behalf of itself and the relevant Term Cash Flow Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Cash Flow Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term the Cash Flow Agent or any Term Cash Flow Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term the Cash Flow Agent or any Term and the Cash Flow Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term the Cash Flow Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term the Cash Flow Agent or any Term Cash Flow Secured Party to any motion, relief, action or proceeding based on a claim by any Term the Cash Flow Agent or any Term Cash Flow Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term the Cash Flow Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term the Cash Flow Agent, on behalf of itself or any of the relevant Term Cash Flow Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their its interests in such 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 such Term the Cash Flow Agent on ABL Priority Collateral; and (ii) in the event any Term the Cash Flow Agent, on behalf of itself or any of the relevant Term Cash Flow Secured Parties, is are granted Adequate Protection adequate protection in respect of Term Cash Flow Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Cash Flow Priority Collateral), then such Term the Cash Flow Agent, on behalf of itself and any of the relevant Term Cash Flow Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Cash Flow Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Cash Flow Obligations on the same basis as the other Liens of the ABL Agent on Term Cash Flow Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to (A) the ABL Priority Collateral, nothing herein shall limit the rights of any Term the Cash Flow Agent or the Term Cash Flow Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Cash Flow Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof ) or in connection with (B) the exercise of remedies with respect to the Term Cash Flow Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). (d) Each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, agrees that none of them shall (A) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Agent or any Senior Secured Parties for adequate protection, (b) any objection by any Senior Agent or any Senior Secured Parties to any motion, relief, action or proceeding based on any Senior Agent’s or Senior Secured Party’s claiming a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts of any Senior Agent or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or otherwise or any similar provision of any other Debtor Relief Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Debtor Relief Law. Notwithstanding anything contained in this Section 6.3 or in Section 6.1, in any Insolvency Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law, then each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which Lien or superpriority claim is subordinated to the Liens securing and claims relating to all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing and claims relating to the Junior Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement, (ii) in the event any Junior Agent, for itself and on behalf of each Junior Secured Party represented thereby, seeks or requests adequate protection and such adequate protection is granted in the form of additional or replacement collateral (even if such collateral is Junior Shared Collateral), then such Junior Agent, for itself and on behalf of each Junior Secured Party represented thereby, agrees that each Senior Agent shall also be granted a senior Lien on such additional or replacement collateral as security for the Senior Obligations and that any Lien on such additional or replacement collateral securing the applicable Junior Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing such Junior Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement and (iii) in the event any Junior Agent, for itself and on behalf of each Junior Secured Party represented thereby, seeks or requests adequate protection and such adequate protection is granted in the form of a superpriority claim, then such Junior Agent, for itself and on behalf of each Junior Secured Party represented thereby, agrees that each Senior Agent shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Secured Parties.

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Revolving Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent Revolving Lender or any ABL Revolving Secured Party for Adequate Protection adequate protection of its interest in the Common Collateral (unless in contravention compliance with the terms of Section 6.1(b) above)this Agreement, (ii) any proposed provision of Revolving DIP Financing by the ABL Agent and Revolving Lender and/or some or all of the ABL Revolving Secured Parties (or any other Person proposing to provide DIP Financing consistent with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) 6.1, or (iii) any objection by the ABL Agent Revolving Lender or any ABL Revolving Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent Revolving Lender or any ABL Revolving Secured Party that its interests in the Common Collateral (unless in contravention of Section 6.1(b) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as (x) any Liens granted to the ABL Agent Revolving Lender as Adequate Protection adequate protection of its interests are subject to this AgreementAgreement and (y) any payments with respect to such adequate protection are not made with the Proceeds of Term Priority Collateral. (b) The ABL AgentRevolving Lender, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Revolving Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Common Collateral (unless in contravention compliance with the terms of Section 6.1(a) above)this Agreement, (ii) any proposed provision of Term DIP Financing by any the Term Agent and/or some or any all of the Term Secured Parties (or any other Person proposing to provide DIP Financing consistent with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) 6.1, or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Common Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as (x) any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this AgreementAgreement and (y) any payments with respect to such adequate protection are not made with the Proceeds of Revolving Priority Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in In any Insolvency Proceeding: (i) if in the ABL Secured Parties (event that the Revolving Lender, on behalf of itself or any subset thereof) are of the Revolving Secured Parties, is granted Adequate Protection adequate protection with respect to the ABL Revolving Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Revolving Priority Collateral), then the ABL AgentRevolving Lender, on behalf of itself and the ABL Revolving Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Revolving Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their 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 Revolving Obligations on the same basis as the other Liens of such the Term Agent on ABL Revolving Priority Collateral; and (ii) in the event any that the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent Revolving Lender on behalf of itself or any of the ABL Revolving Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection 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 Term Obligations on the same basis as the other Liens of the ABL Agent Revolving Lender on Term Priority Collateral. (iiid) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing Nothing herein shall limit the rights of any (A) the Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with ) and (B) the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent Revolving Lender or the ABL Revolving Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Revolving Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). (e) Neither the Term Agent nor any Term Secured Party shall oppose or seek to challenge any claim by the Revolving Lender or any Revolving Secured Party for allowance in any Insolvency Proceeding of Revolving Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Revolving Secured Party’s claim, without regard to the existence of the Lien of the Term Agent on behalf of the Term Secured Parties on the Revolving Priority Collateral. (f) Neither the Revolving Lender nor any other Revolving Secured Party shall oppose or seek to challenge any claim by the Term Agent or any Term Secured Party for allowance in any Insolvency Proceeding of Term Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Term Secured Party’s claim, without regard to the existence of the Lien of the Revolving Lender on behalf of the Revolving Secured Parties on the Term Priority Collateral.

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Credit Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Credit Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention compliance with the terms of Section 6.1(b) above)this Agreement, (ii) any proposed provision of DIP Financing by the ABL Agent and some or all of the ABL Secured Credit Parties (or any other Person proposing to provide DIP Financing consistent with Section 6.2, including, adequate protection payments in the consent form of interest at the contract rate and reasonable fees and expenses of the ABL Agent) (unless in contravention of Section 6.1(a) above) , or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Credit Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as (x) any Liens granted to the ABL Agent as Adequate Protection adequate protection of its interests are subject to this AgreementAgreement and (y) any payments with respect to such adequate protection are not made with the Proceeds of Term Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Credit Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Credit Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a6.2(a) above), including, adequate protection payments in the form of interest at the contract rate and reasonable fees and expenses of the Term Agent, or (ii) any proposed provision of DIP Financing objection by any the Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Credit Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Credit Party that its interests in the Collateral (unless in contravention of Section 6.1(a6.2(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as (x) any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this AgreementAgreement and (y) any payments with respect to such adequate protection are not made with the Proceeds of ABL Priority Collateral (but for clarity, may be made with the proceeds of any DIP Financing). (c) Notwithstanding the foregoing provisions in this Section 6.36.4, in any Insolvency Proceeding: (i) if in the event that the ABL Secured Parties (Agent, on behalf of itself or any subset thereof) are of the ABL Credit Parties, is granted Adequate Protection adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Credit Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Credit Parties, may seek or request (and the ABL Secured Credit Parties will not oppose such request) Adequate Protection adequate protection with respect to their its interests in such 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 such the Term Agent on ABL Priority Collateral; and (ii) in the event any that the Term Agent, on behalf of itself or any of the relevant Term Secured Credit Parties, is granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and the relevant Term Secured Credit Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Credit Parties, may seek or request (and the relevant Term Secured Credit Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except except as otherwise expressly set forth in Section 6.1 hereof 6.2 or in connection with the exercise of remedies with respect to (A) the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Credit Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof ) or in connection with the exercise of remedies with respect to (B) the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Credit Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) Each Term Agent, on behalf of itself and the relevant applicable Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) aboveor Section 6.3(b) or if the adequate protection sought is in the form of a cash payment, periodic cash payments or otherwise, in each case to the extent such payments are made from the Proceeds of the Term Priority Collateral), (ii) subject to Section 6.1(a) above, any proposed provision of ABL DIP Financing Financing, including any consensual use of cash collateral constituting ABL Priority Collateral, by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide ABL DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) or ), (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this AgreementAgreement (unless in contravention of Section 6.1(b) or Section 6.3(b)), or (iv) any request by the ABL Agent or any ABL Secured Party for payment of interest (including post-petition interest), fees, expenses or other amounts to any ABL Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or other applicable law (unless in contravention of Section 6.1(b) or Section 6.3(b) or to the extent such payments are to be made from the Proceeds of the Term Priority Collateral or from the proceeds of Term DIP Financing). (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) aboveor 6.3(a) or if the adequate protection sought is in the form of a cash payment, periodic cash payments or otherwise, in each case to the extent such payments are made from the Proceeds of the ABL Priority Collateral), (ii) subject to Section 6.1(b) above, any proposed provision of Term DIP Financing Financing, including any consensual use of cash collateral constituting Term Priority Collateral, by any Term Agent or any and the applicable Term Secured Parties (or any other Person proposing to provide Term DIP Financing with the consent of any the Term Agent) (unless in contravention of Section 6.1(b) above) or ), (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such any Term Agent as Adequate Protection adequate protection of its interests are subject to this AgreementAgreement (unless in contravention of Section 6.1(a) or Section 6.3(a)), or (iv) any request by any Term Agent or any Term Secured Party for payment of interest (including post-petition interest), fees, expenses or other amounts to any Term Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or other applicable law (unless in contravention of Section 6.1(a) or Section 6.3(a) or to the extent such payments are to be made from the Proceeds of the ABL Priority Collateral or from the proceeds of ABL DIP Financing). (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional or replacement collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral)) and/or a superpriority claim, then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant applicable Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection ), as applicable, adequate protection with respect to their its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of such each Term Agent on ABL Priority CollateralCollateral or a superpriority claim junior in all respects to such superpriority claim granted to the ABL Secured Parties; and (ii) in if the event any Term Agent, on behalf of itself Secured Parties (or any of the relevant Term Secured Partiessubset thereof), is granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional or replacement collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral)) and/or a superpriority claim, then such each Term Agent, on behalf of itself and the relevant applicable Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection ), as applicable, adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral.Collateral or a superpriority claim junior in all respects to such superpriority claim granted to the Term Secured Parties (iiid) Except as otherwise expressly set forth The Term Loan Parties shall not be entitled to, and shall not seek, adequate protection in Section 6.1 hereof the form of cash payment to the extent such payment is sought to be paid from an ABL DIP Financing or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent Collateral or the Term Proceeds (or advances) in respect thereof. The ABL Secured Parties shall not be entitled to, and shall not seek, adequate protection in the form of cash payment to the extent such payment is sought to be paid from seeking Adequate Protection with respect to their rights in a Term Loan DIP Financing or the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection with Proceeds (or advances) in 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)thereof.

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any the Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any the Term Agent or any and the Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any the Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties 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). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties 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) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any the Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any the Term Agent or any and the Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any the Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their its interests in such 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 such the Term Agent on ABL Priority Collateral; and (ii) in the event any the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is are granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and any of the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). (d) Each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, agrees that none of them shall (A) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Agent or any Senior Secured Parties for adequate protection, (b) any objection by any Senior Agent or any Senior Secured Parties to any motion, relief, action or proceeding based on any Senior Agent’s or Senior Secured Party’s claiming a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts of any Senior Agent or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or otherwise or any similar provision of any other Debtor Relief Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Debtor Relief Law. Notwithstanding anything contained in this Section 6.3 or in Section 6.1, in any Insolvency Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law, then each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which Lien or superpriority claim is subordinated to the Liens securing and claims relating to all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing and claims relating to the Junior Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement, (ii) in the event any Junior Agent, for itself and on behalf of each Junior Secured Party represented thereby, seeks or requests adequate protection and such adequate protection is granted in the form of additional or replacement collateral (even if such collateral is Junior Shared Collateral), then such Junior Agent, for itself and on behalf of each Junior Secured Party represented thereby, agrees that each Senior Agent shall also be granted a senior Lien on such additional or replacement collateral as security for the Senior Obligations and that any Lien on such additional or replacement collateral securing the applicable Junior Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing such Junior Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement and (iii) in the event any Junior Agent, for itself and on behalf of each Junior Secured Party represented thereby, seeks or requests adequate protection and such adequate protection is granted in the form of a superpriority claim, then such Junior Agent, for itself and on behalf of each Junior Secured Party represented thereby, agrees that each Senior Agent shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Secured Parties.

No Contest; Adequate Protection. (a) Each Term The Second Lien Agent, on behalf of itself and the relevant Term Second Lien Secured Parties, agrees that, prior to the Discharge of ABL First Lien Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §Section 361, §362, §363 or §364 of the Bankruptcy CodeCode (or any similar provisions of any foreign Debtor Relief Laws) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL First Lien Agent in its sole and absolute discretion. Each Term The Second Lien Agent, on behalf of itself and the relevant Term Second Lien Secured Parties, agrees that, prior to the Discharge of ABL First Lien Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL First Lien Agent or any ABL First Lien Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above)Collateral, (ii) any proposed provision of DIP Financing by the ABL First Lien Agent and or the ABL other First Lien Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL First Lien Agent) (unless in contravention of Section 6.1(a) abovehereof) or (iii) any objection by the ABL First Lien Agent or any ABL First Lien Secured Party to any motion, relief, action, action or proceeding based on a claim by the ABL First Lien Agent or any ABL First Lien Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection of its interests are subject to this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding: (i) if the ABL First Lien Secured Parties (or any subset thereof) are granted Adequate Protection adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which that would otherwise have constituted ABL Priority Collateral), then the ABL First Lien Agent, on behalf of itself and the ABL First Lien Secured Parties, agrees that each Term the Second Lien Agent, on behalf of itself or any of the relevant Term Second Lien Secured Parties, may seek or request (and the ABL First Lien Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term First Lien Obligations on the same basis as the other Liens of the ABL Second Lien Agent on Term Priority the Collateral; and (ii) in the event the Second Lien Agent, on behalf of itself or any of the Second Lien Secured Parties, is granted adequate protection in respect of the Collateral in the form of additional collateral, then the Second Lien Agent, on behalf of itself and any of the Second Lien Secured Parties, agrees that the First Lien Agent, on behalf of itself or any of the First 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 Second Lien Obligations on the same basis as the Liens of the First Lien Agent on the Collateral. (iiic) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties 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). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateralhereof, nothing herein shall limit the rights of the ABL First Lien Agent or the ABL other First Lien Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). (d) [reserved].

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) any proposed provision of DIP Financing by the ABL Agent and or any of the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any the Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any the Term Agent or any of the Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any the Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such requestrequest unless in contravention of Section 6.1(a)) Adequate Protection adequate protection with respect to their its interests in such 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 such the Term Agent on ABL Priority Collateral; and; (ii) in the event any the Term Agent, on behalf of itself Secured Parties (or any of the relevant Term Secured Parties, is subset thereof) are granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and any of the relevant Term Secured Parties, agrees that the ABL Agent Agent, on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional collateral, which Lien (to the extent not in ABL Priority Collateral) will be subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral.; and (iii) Except except as otherwise expressly set forth in Section 6.1 hereof 6.1(a) or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof 6.1(b) or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) aboveor Section 6.3(c)), (ii) subject to Section 6.1(a) above, any proposed provision of ABL 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) aboveor 6.3(c)), (ii) subject to Section 6.1(b) above, any proposed provision of Term DIP Financing by any the Term Agent or any and the Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any the Term Agent) (unless in contravention of Section 6.1(b) above) ), or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional or replacement collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral)) and/or a superpriority claim, then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien on any such Collateral that would otherwise constitute ABL Priority Collateral will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of such the Term Agent on ABL Priority Collateral; andCollateral or a superpriority claim junior in all respects to such superpriority claim granted to the ABL Secured Parties; (ii) in the event any the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional or replacement collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral)) and/or a superpriority claim, then such the Term Agent, on behalf of itself and any of the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien on any such Collateral that would otherwise constitute Term Priority Collaterall, which Lien will be subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral.Collateral or a superpriority claim junior in all respects to such superpriority claim granted to the Term Secured Parties; and (iii) Except except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to (A) the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments superpriority administrative claim, or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof , and the ABL Agent and the ABL Secured Parties agree not to object thereto, or in connection with the exercise of remedies with respect to (B) the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments payments, superpriority administrative claim, or otherwise), and the Term Agent and the Term Secured Parties agree not to object thereto.

No Contest; Adequate Protection. (a) Each The Term AgentAgents, on behalf of itself themselves and the relevant Term Secured Parties, agrees agree that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term AgentAgents, on behalf of itself themselves and the relevant Term Secured Parties, agrees agree that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) aboveabove or the other provisions of this Section 6.3), (ii) any proposed provision of ABL DIP Financing by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide an ABL DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) aboveabove or the other provisions of this Section 6.3)) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) aboveabove or the other provisions of this Section 6.3), (ii) any proposed provision of Term DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide a Term DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) aboveabove or the other provisions of this Section 6.3) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties 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). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties 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) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any the Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any the Term Agent or any and the Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any the Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their its interests in such 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 such the Term Agent on ABL Priority Collateral; and (ii) in the event any the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is are granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and any of the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) Each Term The Second Lien Agent, on behalf of itself and the relevant Term Second Lien Secured Parties, agrees that, prior to the Discharge of ABL First Lien Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL First Lien Agent or any ABL First Lien Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention compliance with the terms of Section 6.1(b) above)this Agreement, (ii) except as otherwise expressly provided herein, any proposed provision of DIP Financing by the ABL First Lien Agent and some or all of the ABL First Lien Secured Parties (or any other Person proposing to provide DIP Financing consistent with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) ), or (iii) any objection by the ABL First Lien Agent or any ABL First Lien Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL First Lien Agent or any ABL First Lien Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (b) The ABL First Lien Agent, on behalf of itself and the ABL First Lien Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Second Lien Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term the Second Lien Agent or any Term Second Lien Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) except as provided in Section 6.1(b), any proposed provision of DIP Financing by any Term the Second Lien Agent and some or any Term all of the Second Lien Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) Parties, or (iiiii) any objection by any Term the Second Lien Agent or any Term Second Lien Secured Party to any motion, relief, action or proceeding based on a claim by any Term the Second Lien Agent or any Term Second Lien Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as (x) any Liens granted to such Term the Second Lien Agent as Adequate Protection adequate protection of its interests are subject to this Agreement and (y) any payments with respect to such adequate protection are limited to payments of interest (without giving effect to any default rate of interest under the Second Lien Credit Agreement) and reasonable attorneys fees and other reasonable out of pocket expenses of the Second Lien Secured Parties and are not made with the Proceeds from the Disposition of any Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding: (i) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL First Lien Agent, on behalf of itself and the ABL First Lien Secured Parties, agrees that each Term the Second Lien Agent, on behalf of itself or any of the relevant Term Second Lien Secured Parties, may seek or request (and the ABL First Lien Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term First Lien Obligations on the same basis as the other Liens of the ABL Second Lien Agent on Term Priority the Collateral. (iiid) Except as otherwise expressly set forth in Section 6.1 hereof Neither the Second Lien Agent nor any Second Lien Secured Party shall oppose or in connection with seek to challenge any claim by the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term First Lien Agent or the Term any First Lien Secured Parties from seeking Adequate Protection with respect to their rights in the Term Priority Collateral Party for allowance in any Insolvency Proceeding (including Adequate Protection in the form of a cash paymentFirst Lien Obligations consisting of post-petition interest, periodic cash payments fees or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect expenses to the Term Priority Collateral, nothing herein shall limit the rights extent of the ABL value of the Lien securing any First Lien Secured 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 the ABL any Second Lien Secured Parties from seeking Adequate Protection with respect to their rights in the ABL Priority Collateral Party for allowance in any Insolvency Proceeding (including Adequate Protection in of Second Lien Obligations consisting of post-petition interest, fees or expenses to the form extent of a cash payment, periodic cash payments or otherwise)the value of the Lien securing any Second Lien Secured Party’s claim.

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, action or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection of its interests are subject to this Agreement. (c) 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 the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties 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). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties 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) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy CodeCode (or any similar provision of any foreign Debtor Relief Laws) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b6.1(c) above), (ii) 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) (unless in contravention of Section 6.1(a) or Section 6.1(c) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy CodeCode (or any similar provision of any foreign Debtor Relief Laws) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any the Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a6.1(c) above), (ii) any proposed provision of DIP Financing by any the Term Agent or any and the Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any the Term Agent) (unless in contravention of Section 6.1(b) or Section 6.1(c) above) or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral, but provided it does not constitute Term Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such requestrequest unless in contravention of Section 6.1(c)) Adequate Protection adequate protection with respect to their its interests in such 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 such the Term Agent on ABL Priority Collateral; and (ii) in the event any the Term Agent, on behalf of itself Secured Parties or any of the relevant Term Secured Parties, is subset thereof) are granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral, but provided it does not constitute ABL Priority Collateral), then such the Term Agent, on behalf of itself and any of the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such requestrequest unless in contravention of Section 6.1(c)) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof 6.1(c) or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof 6.1(c) or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Credit Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) ) (i) any request by the ABL Agent or any ABL Secured Credit Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention compliance with the terms of Section 6.1(b) above)this Agreement, (ii) any proposed provision of DIP Financing by the ABL Agent and some or all of the ABL Secured Credit Parties (or any other Person proposing to provide DIP Financing consistent with Section 6.2, including, adequate protection payments in the consent form of interest at the contract rate and reasonable fees and expenses of the ABL Agent) (unless in contravention of Section 6.1(a) above) , or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Credit Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as (x) any Liens granted to the ABL Agent as Adequate Protection adequate protection of its interests are subject to this AgreementAgreement and (y) any payments with respect to such adequate protection are not made with the Proceeds of Term Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Credit Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Credit Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a6.2(a) above), including, adequate protection payments in the form of interest at the contract rate and reasonable fees and expenses of the Term Agent, or (ii) any proposed provision of DIP Financing objection by any the Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Credit Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Credit Party that its interests in the Collateral (unless in contravention of Section 6.1(a6.2(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as (x) any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this AgreementAgreement and (y) any payments with respect to such adequate protection are not made with the Proceeds of ABL Priority Collateral (but for clarity, may be made with the proceeds of any DIP Financing). (c) Notwithstanding the foregoing provisions in this Section 6.36.4, in any Insolvency Proceeding: (i) if in the event that the ABL Secured Parties (Agent, on behalf of itself or any subset thereof) are of the ABL Credit Parties, is granted Adequate Protection adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Credit Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Credit Parties, may seek or request (and the ABL Secured Credit Parties will not oppose such request) Adequate Protection adequate protection with respect to their its interests in such 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 such the Term Agent on ABL Priority Collateral; and (ii) in the event any that the Term Agent, on behalf of itself or any of the relevant Term Secured Credit Parties, is granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and the relevant Term Secured Credit Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Credit Parties, may seek or request (and the relevant Term Secured Credit Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except except as otherwise expressly set forth in Section 6.1 hereof 6.2 or in connection with the exercise of remedies with respect to (A) the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Credit Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof ) or in connection with the exercise of remedies with respect to (B) the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Credit Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any the Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any the Term Agent or any and the Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any the Term Agent) (unless in 38 Form of J. Crew Intercreditor Agreement contravention of Section 6.1(b) above) or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties 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). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties 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) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it subject to Section 6.3(c), none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) aboveor Section 6.1(c)), (ii) 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) (unless in contravention of Section 6.1(a) above)) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) aboveor Section 6.1(c)) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any the Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, subject to Section 6.3(c)(iii), none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) aboveor Section 6.01(c)), (ii) any proposed provision of DIP Financing by any the Term Agent or any and the Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any the Term Agent) (unless in contravention of Section 6.1(b) above)) or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) aboveor Section 6.1(c)) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such requestrequest unless in contravention of Section 6.1(a)) Adequate Protection adequate protection with respect to their its interests in such 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 such the Term Agent on ABL Priority Collateral; and; (ii) in the event any the Term Agent, on behalf of itself Secured Parties (or any of the relevant Term Secured Parties, is subset thereof) are granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and any of the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral.; and (iii) Except except as otherwise expressly set forth in Section 6.1 hereof 6.1(a) or in connection with the exercise Exercise of remedies Secured Creditor Remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection Proceeding, other than adequate protection in the form of a cash payment, periodic cash payments or otherwise)except from Proceeds of Term Priority Collateral. Except as otherwise expressly set forth in Section 6.1 hereof 6.1(b) or in connection with the exercise Exercise of remedies Secured Creditor Remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection Insolvency, other than adequate protection in the form of a cash payment, periodic cash payments or otherwise)except from Proceeds of ABL Priority Collateral.

No Contest; Adequate Protection. (a) Each The Term AgentAgents, on behalf of itself themselves and the relevant Term Secured Parties, agrees agree that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term AgentAgents, on behalf of itself themselves and the relevant Term Secured Parties, agrees agree that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured #94592040v2 Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) aboveabove or the other provisions of this Section 6.3), (ii) any proposed provision of ABL DIP Financing by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide an ABL DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) aboveabove or the other provisions of this Section 6.3)) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection of its interests are subject to this Agreement. (c) 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 the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties 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). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties 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) Each The Term Agent, on behalf of itself and the relevant other Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Without in any manner limiting the provisions of Section 6.1(a), the Term Agent, on behalf of itself and the relevant other Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any other ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless if the adequate protection sought is in contravention the form of Section 6.1(b) abovea cash payment, periodic cash payments or otherwise, in each case described in this clause (y), (ii) any proposed provision to the extent such payments are made from the proceeds of the Term Priority Collateral or, unless agreed by the Term Agent, from Term DIP Financing provided by the ABL Term Agent and the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) Term Secured Party), or (iiiii) any objection by the ABL Agent or any other ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any other ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(bSection 6.1 (b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the other ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any the Term Agent in its sole and absolute discretion. The Without in any manner limiting the provisions of Section 6.1(b), the ABL Agent, on behalf of itself and the other ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any other Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a(x) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) , or (iiiy) if the adequate protection sought in the form of a cash payment, periodic cash payments or otherwise, in each case described in this clause (y), to the extent such payments are made from the proceeds of the ABL Priority Collateral or, unless agreed by the ABL Agent, from ABL DIP Financing provided by the ABL Agent or any other ABL Secured Party), or (ii) any objection by any the Term Agent or any other Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any other Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional ABL Priority Collateral or collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the other ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant other Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such requestrequest unless in contravention of Section 6.1(a)) Adequate Protection adequate protection with respect to their its interests in such 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 such the Term Agent on ABL Priority Collateral; and (ii) in the event any the Term Agent, on behalf of itself Secured Parties (or any of the relevant Term Secured Parties, is subset thereof) are granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional Term Priority Collateral or collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and any of the relevant other Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the other ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof 6.1(a) or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the other Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the other ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) Each The Term AgentAgents, on behalf of itself themselves and the relevant Term Secured Parties, agrees agree that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term AgentAgents, on behalf of itself themselves and the relevant Term Secured Parties, agrees agree that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) aboveabove or the other provisions of this Section 6.3), (ii) any proposed provision of ABL DIP Financing by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide an ABL DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) aboveabove or the other provisions of this Section 6.3)) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) aboveabove or the other provisions of this Section 6.3), (ii) any proposed provision of Term DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide a Term DIP #94592040v2 Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) aboveabove or the other provisions of this Section 6.3) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral (other than any ABL Exclusive Collateral) in the form of a Lien on additional or replacement collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each any Term Agent, on behalf of itself or any of the relevant Term Secured PartiesParties represented by it, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated to the Liens securing and providing adequate protection with respect to the ABL Obligations on the same basis as the other Liens of such the Term Agent Agents’ on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured PartiesParties represented by it, is are granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of a Lien on additional or replacement collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term AgentAgents, on behalf of itself themselves and any of the relevant Term Secured Parties, agrees agree that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated to the Liens securing and providing adequate protection with respect to the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral (other than any ABL Exclusive Collateral), nothing herein shall limit the rights of any Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise, provided that such cash payments do not come from the Proceeds of ABL Priority Collateral). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise, provided that such cash payments do not come from the Proceeds of Term Priority Collateral).

No Contest; Adequate Protection. (a) Each Term The Second Lien Agent, on behalf of itself and the relevant Term Second Lien Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent Agents or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above)Collateral, (ii) subject to Section 6.1(a) above, any proposed provision of DIP Financing by the ABL Agent Agents and the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) aboveAgents) or (iii) any objection by the ABL Agent Agents or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent Agents or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 Agents as Adequate Protection adequate protection of its interests are subject to this Agreement. (b) The ABL AgentAgents, on behalf of itself themselves and the ABL Secured Parties, agrees agree that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Second Lien Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term the Second Lien Agent or any Term Second Lien Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) aboveabove or 6.3(c) below), or (ii) any proposed provision of DIP Financing objection by any Term the Second Lien Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Second Lien Secured Party to any motion, relief, action or proceeding based on a claim by any Term the Second Lien Agent or any Term Second Lien Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term the Second Lien Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL AgentAgents, on behalf of itself themselves and the ABL Secured Parties, agrees that each Term the Second Lien Agent, on behalf of itself or any of the relevant Term Second Lien Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their its interests in such 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 such Term the Second Lien Agent on ABL Priority Collateral; and; (ii) in the event any Term the Second Lien Agent, on behalf of itself or any of the relevant Term Second Lien Secured Parties, is granted Adequate Protection adequate protection in respect of Term Second Lien Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Second Lien Priority Collateral), then such Term the Second Lien Agent, on behalf of itself and any of the relevant Term Second Lien Secured Parties, agrees that the ABL Agent Agents on behalf of itself themselves or any of the ABL Secured Parties, may seek or request (and the relevant Term Second Lien Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Second Lien Obligations on the same basis as the other Liens of the ABL Agent Agents on Term Second Lien Priority Collateral.; and (iii) Except except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to (A) the ABL Priority Collateral, nothing herein shall limit the rights of any Term the Second Lien Agent or the Term Second Lien Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Second Lien Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof ) or in connection with (B) the exercise of remedies with respect to the Term Second Lien Priority Collateral, nothing herein shall limit the rights of the ABL Agent Agents or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection of its interests are subject to this Agreement. (c) 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 the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties 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). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties 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) Each The Term Agent, on behalf of itself and the relevant other Term Secured Credit Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral Collateral, (unless in contravention of ii) subject to Section 6.1(b) above), (ii) any proposed provision of DIP Financing by the ABL Agent and or any other of the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any other ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any other ABL Secured Party that its interests in the 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. (b) The ABL Agent, on behalf of itself and the other ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the Term Agent or any other Term Credit Party for adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above or 6.3(c) below), (ii) any offer to provide DIP Financing pursuant to clauses (ii) and (iii) of Section 6.1(d) above by the Term Agent or any other of the Term Credit Parties (or any other Person proposing to provide DIP Financing with the consent of the Term Agent), subject to the right of the ABL Secured Parties to object to the terms of any such DIP Financing in accordance with the last sentence of Section 6.1(d) above, or (ii) any objection by the Term Agent or any other Term Credit Party to any motion, relief, action or proceeding based on a claim by the Term Agent or any other Term Credit Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the other ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or and any of the relevant other Term Secured Credit Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their its interests in such 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 such Term Agent on ABL Priority Collateral; and; (ii) in the event any the Term Agent, on behalf of itself or any of the relevant other Term Secured Credit Parties, is granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and any of the relevant other Term Secured Credit Parties, agrees that the ABL Agent on behalf of itself or and any of the other ABL Secured Parties, may seek or request (and the relevant Term Secured Credit Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral.; and (iii) Except except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to (A) the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the other Term Secured Credit Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof ) or in connection with the exercise of remedies with respect to (B) the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the other ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral Collateral, (unless in contravention of ii) subject to Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the Term Agent or any Term Secured Party for adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above or 6.3(c) below), (ii) any offer to provide DIP Financing pursuant to clauses (i) through (iii) of Section 6.1(d) above by the Term Agent and the Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the Term Agent), subject to the right of the ABL Secured Parties to object to the terms of any such DIP Financing in accordance with the last sentence of Section 6.1(d) above, or (ii) any objection by the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any Term Agent or any Term Secured Party for Adequate Protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their its interests in such 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 such Term Agent on ABL Priority Collateral; and; (ii) in the event any the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and any of the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral.; and (iii) Except except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to (A) the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof ) or in connection with the exercise of remedies with respect to (B) the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above), (ii) 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) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any the Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any the Term Agent or any and the Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any the Term Agent) (unless in 38 Form of J. Crew ABL Intercreditor Agreement contravention of Section 6.1(b) above) or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their its interests in such 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 such the Term Agent on ABL Priority Collateral; and (ii) in the event any the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is are granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and any of the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments or otherwise).

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it subject to Section 6.3(c), none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) aboveor Section 6.1(c)), (ii) 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) (unless in contravention of Section 6.1(a) above)) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) aboveor Section 6.1(c)) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) Code with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any the Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, subject to Section 6.3(c)(iii), none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) aboveor Section 6.01(c)), (ii) any proposed provision of DIP Financing by any the Term Agent or any and the Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any the Term Agent) (unless in contravention of Section 6.1(b) above)) or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) aboveor Section 6.1(c)) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection with respect to their interests in such 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 such Term Agent on ABL Priority Collateral; and (ii) in the event any Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any Term Agent or the Term Secured Parties 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). Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties 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) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above)Collateral, (ii) any proposed provision of DIP Financing by the ABL Agent and some or all of the ABL Secured Parties (or any other Person proposing to provide DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including under any or all of §361, §362, §363 or §364 of the Bankruptcy Code) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), (ii) any proposed provision of DIP Financing by any Term Agent or any Term Secured Parties (or any other Person proposing to provide DIP Financing with the consent of any Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as (x) any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement, and (y) any payments with respect to such adequate protection are not made with the Proceeds of ABL Priority Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding: (i) if in the event that the ABL Agent, on behalf of itself or any of the ABL Secured Parties (or any subset thereof) are Parties, is granted Adequate Protection adequate protection with respect to the ABL Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) Adequate Protection adequate protection with respect to their its interests in such 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 such the Term Agent on ABL Priority Collateral; and (ii) in the event any that the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, is granted Adequate Protection adequate protection in respect of Term Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral), then such the Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such request) Adequate Protection 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 subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral. (iii) Except except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to (A) the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, payment or periodic cash payments in each case solely from proceeds of Term Loan Priority Collateral or otherwise). Except as otherwise expressly set forth in Section 6.1 hereof ) or in connection with the exercise of remedies with respect to (B) the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, payment or periodic cash payments in each case solely from proceeds of ABL Priority Collateral or otherwise). (d) Neither the Term Agent nor any Term Secured Party shall oppose or seek to challenge any claim by the ABL Agent or any ABL Secured Party for allowance in any Insolvency Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any ABL Secured Party’s claim, without regard to the existence of the Lien of the Term Agent on behalf of the Term Secured Parties on the Collateral. (e) Neither the ABL Agent nor any other ABL Secured Party shall oppose or seek to challenge any claim by the Term Agent or any Term Secured Party for allowance in any Insolvency Proceeding of Term Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Term Secured Party’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Secured Parties on the Collateral.

No Contest; Adequate Protection. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy CodeCode (or any similar provision of any foreign Debtor Relief Laws) with respect to the ABL Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion. Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that, prior to the Discharge of ABL Obligations, it none of them shall not contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless the adequate protection sought is in the form of a cash payment, periodic cash payments or otherwise and in each case such payments are made from the proceeds of the Term Priority Collateral or unless agreed to by the Term Agent, from a Term DIP Financing) or is in contravention of Section 6.1(b) aboveor Section 6.3(c)), (ii) subject to Section 6.1(a) above, any proposed provision of ABL DIP Financing by the ABL Agent and the ABL Secured Parties (or any other Person proposing to provide ABL DIP Financing with the consent of the ABL Agent) (unless in contravention of Section 6.1(a) above) or (iii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above)) 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 adequate protection of its interests are subject to this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall seek or accept any form of Adequate Protection (including adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy CodeCode (or any similar provision of any foreign Debtor Relief Laws) with respect to the Term Priority Collateral, except as set forth in Section 6.1 hereof and this Section 6.3 or as may otherwise be consented to in writing by any the Term Agent in its sole and absolute discretion. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by any the Term Agent or any Term Secured Party for Adequate Protection adequate protection of its interest in the Collateral (unless the adequate protection is sought in the form of a cash payment, periodic cash payments or otherwise and in each case, such payments are made from the proceeds of the ABL Priority Collateral or, unless agreed by the ABL Agent, from ABL DIP Financing or is in contravention of Section Sections 6.1(a) aboveor 6.3(c)), (ii) subject to Section 6.1(b) above, any proposed provision of Term DIP Financing by any the Term Agent or any and the Term Secured Parties (or any other Person proposing to provide Term DIP Financing with the consent of any the Term Agent) (unless in contravention of Section 6.1(b) above) or (iii) any objection by any the Term Agent or any Term Secured Party to any motion, relief, action or proceeding based on a claim by any the Term Agent or any Term Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such the Term Agent as Adequate Protection adequate protection of its interests are subject to this Agreement. (c) 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 adequate protection with respect to the ABL Priority Collateral in the form of additional or replacement collateral (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral)) and/or a superpriority claim, then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that each the Term Agent, on behalf of itself or any of the relevant Term Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such requestrequest unless in contravention of Section 6.1(a)) Adequate Protection adequate protection with respect to their its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien on any such Collateral that would otherwise constitute ABL Priority Collateral will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of such the Term Agent on ABL Priority Collateral; andCollateral or a superpriority claim junior in all respects to such superpriority claim granted to the ABL Secured Parties; (ii) in if the event any Term Agent, on behalf of itself Secured Parties (or any of subset thereof) are granted adequate protection with respect to the relevant Term Secured Parties, is granted Adequate Protection in respect of Term Priority Collateral in the form of additional or replacement collateral (even if such collateral is not of a type which would otherwise have constituted Term Priority Collateral)) and/or a superpriority claim, then such the Term Agent, on behalf of itself and the relevant Term Secured Parties, agrees that the ABL Agent Agent, on behalf of itself or any of the ABL Secured Parties, may seek or request (and the relevant Term Secured Parties will not oppose such requestrequest unless in contravention of Section 6.1(b)) Adequate Protection adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien on any such Collateral that would otherwise constitute Term Priority Collateral will be subordinated to the Liens securing the Term Obligations on the same basis as the other Liens of the ABL Agent on Term Priority Collateral.Collateral or a superpriority claim junior in all respects to such superpriority claim granted to the Term Secured Parties; and (iii) Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the ABL Priority Collateral, nothing herein shall limit the rights of any the Term Agent or the Term Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the Term Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments superpriority administrative claim, or otherwise), and the ABL Agent and the ABL Secured Parties agree not to object thereto. Except as otherwise expressly set forth in Section 6.1 hereof or in connection with the exercise of remedies with respect to the Term Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Secured Parties from seeking Adequate Protection adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency Proceeding (including Adequate Protection adequate protection in the form of a cash payment, periodic cash payments payments, superpriority administrative claim, or otherwise), and the Term Agent and the Term Secured Parties agree not to object thereto.