Common use of Use of Cash Collateral and Financing Issues Clause in Contracts

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations has occurred, if any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Administrative Agent shall desire to permit the use of cash collateral on which the First Lien Administrative Agent or any other creditor has a Lien or to permit any Borrower or any other Grantor to obtain financing, from one or more of the First Lien Secured Parties under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of First Lien Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then the Second Lien Administrative Agent, on behalf of itself and the Second Lien Secured Parties, (A) agrees that it will raise no objection to, or otherwise contest or interfere with, such use of cash collateral or DIP Financing on the grounds of adequate protection nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Administrative Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties and (z) any “carve-out” for professional and United States Trustee fees agreed to by the First Lien Administrative Agent; and (B) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice provided that the foregoing shall not prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties from objecting solely to any provisions in any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties from proposing debtor in possession financing, or the First Lien Secured Parties from objecting thereto on any grounds.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations has occurred, if If any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Administrative Priority Agent shall desire to permit the use of cash collateral on which the First Lien Administrative Agent or any other creditor has a Lien constitutes such Priority Agent’s Priority Collateral or to permit any Borrower or any other Grantor to obtain financingfinancing secured by such Priority Agent’s Priority Collateral (and not by any Collateral which does not constitute such Priority Agent’s Priority Collateral), from one or more of the First Lien Secured Parties Claimholders for whom such Priority Agent acts as agent, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (eachsuch financing, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of First Lien Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then the Second Lien Administrative each other Agent, on behalf of itself and the Second Lien Secured Partiesother Claimholders for whom it acts as agent, (A) agrees that it will raise no objection to, or otherwise contest or interfere with, to such use of cash collateral or DIP Financing on the grounds of adequate protection nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative Priority Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the First Lien Obligations of the Priority Claimholders are subordinated to or pari passu with the Liens securing such DIP Financing, the Second Lien Administrative other Agent will subordinate its Liens in the Priority Agent’s Priority Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties Priority Claimholders and (z) any “carve-out” for professional and or United States Trustee fees agreed to by the First Lien Administrative Priority Agent; and (B) agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice notice; provided that the foregoing shall not prohibit the Second Lien Administrative other Agent or the Second Lien Secured Parties other Claimholders from objecting solely to any provisions in any agreement regarding the use of cash collateral or any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. Nothing set forth The Term Loan Agent, on behalf of itself and the Term Loan Claimholders, agrees that no Term Loan Claimholder shall, directly or indirectly, provide or seek to provide DIP Financing secured by Liens equal to or senior in this Agreement shall restrict priority to the Second Lien Secured Parties from proposing debtor Liens on the ABL Primary Collateral securing the ABL Obligations, without the prior written consent of the ABL Agent. The ABL Agent, on behalf of itself and the ABL Claimholders, agrees that no ABL Claimholder shall, directly or indirectly, provide or seek to provide DIP Financing secured by Liens equal to or senior in possession financingpriority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, or without the First Lien Secured Parties from objecting thereto on any groundsprior written consent of the Term Loan Agent.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations has occurred, if any Borrower Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Administrative Agent shall desire to permit the use of cash collateral on which the First Lien Administrative Agent or any other creditor has a Lien or to permit any Borrower Company or any other Grantor to obtain financing, from one or of more of the First Lien Secured Parties Claimholders or any other Person approved by the First Lien Administrative Agent under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of First Lien Obligations (but excluding Hedging Obligations and Obligations in respect of Designated Cash Management Agreements) outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then the Second Lien Administrative Agent, on behalf of itself and the Second Lien Secured PartiesClaimholders, (A) agrees that it will raise no objection to, or otherwise contest or interfere with, such use of cash collateral or DIP Financing on the grounds of adequate protection or otherwise nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Administrative Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties Claimholders and (z) any “carve-out” for professional and United States Trustee fees agreed to by the First Lien Administrative Agent; and (B) agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice provided that the foregoing shall not prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties Claimholders from objecting solely to any provisions in any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties Claimholders from proposing debtor in debtor-in-possession financing, or the First Lien Secured Parties Claimholders from objecting thereto on any grounds.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations has occurredRevolving Facility Obligations, if any Borrower or any other Grantor Loan Party shall be subject to any Insolvency or Liquidation Bankruptcy Proceeding and the First Lien Administrative Agent Required Lenders, or the Agent, acting on behalf of the Revolving Facility Claimholders, shall desire to permit the use of cash collateral on which the First Lien Administrative Agent Revolving Loan Claimholders or any other creditor has a Lien or to permit any Borrower or any other Grantor Loan Party to obtain financing, from one or more of the First Lien Secured Parties Revolving Lenders (including under this Agreement) under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of First Lien Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then the Second Lien Administrative Incremental Term Loan Claimholders and the Agent, acting on behalf of itself and the Second Lien Secured PartiesIncremental Term Loan Claimholders, (A) agrees agree that it they will raise no objection to, or otherwise contest or interfere with, to such use of cash collateral or DIP Financing on the grounds of adequate protection nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease use of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative Agent Agent, acting on behalf of the Revolving Facility Claimholders, or to the extent expressly permitted by Section 6.47.05(d)) and, to the extent the Liens securing the First Lien Revolving Facility Obligations are subordinated to or pari passu with any such DIP FinancingFinancing provided by the Revolving Lenders, the Second Lien Administrative Incremental Term Loan Lenders agree that Agent will may subordinate its the Liens in the Collateral to the extent held for the benefit of the Incremental Term Loan Lenders to (x) the Liens securing such DIP Financing (and all Obligations obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties Agent on behalf of the Revolving Facility Claimholders or any of them (or any other agent on their behalf) and (z) any “carve-outcarveout” for professional and or United States Trustee fees agreed to by the First Lien Administrative AgentRevolving Lenders or the Agent (or any other agent), acting on behalf of the Revolving Facility Claimholders; and (B) agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice provided that the foregoing notice. If any Loan Party shall not prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties from objecting solely be subject to any provisions in Bankruptcy Proceeding, the Incremental Term Loan Lenders agree that (other than with respect to any DIP Financing relating toprovided by any or all of the Revolving Lenders in accordance with the immediately preceding clause (i) and except as otherwise may be instructed by the Required Lenders) they will not consent to provide or participate in, describing or requiring otherwise support, any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing that, pursuant to Section 364(d) of the Bankruptcy Code or otherwise, would be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties from proposing debtor in possession financing, or the First Lien Secured Parties from objecting thereto secured by a lien on any groundsportion of the Collateral that is senior or equal to the lien of the Agent for the benefit of the any or all of the Revolving Facility Claimholders (or any other agent acting on their behalf) on the Collateral. The Incremental Term Loan Lenders further agree that, except as otherwise instructed by the Required Lenders, they will join in or otherwise support any objection filed by the Revolving Lenders to any proposed DIP Financing by any Person that would be secured by a lien on any portion of the Collateral that is senior or equal to the liens of the Agent held for the benefit of the Revolving Facility Claimholders on the Collateral.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations has occurred, if any Borrower If Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Administrative Priority Agent shall desire to permit the use of cash collateral on which the First Lien Administrative Agent or any other creditor has a Lien constitutes such Priority Agent’s constituents’ Priority Collateral or to permit any Borrower Company or any other Grantor to obtain financingfinancing secured by such Priority Collateral (and not by any Collateral which does not constitute such Priority Agent’s Priority Collateral), from one or more of the First Lien Secured Parties Claimholders for whom such Priority Agent acts as Agent, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (eachsuch financing, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of First Lien Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then the Second Lien Administrative each Non-Priority Agent, on behalf of itself and the Second Lien Secured PartiesNon-Priority Claimholders, (A) agrees that it will raise no objection to, or otherwise contest or interfere with, to such use of cash collateral or DIP Financing on the grounds of adequate protection nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative Priority Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the First Lien Priority Obligations are subordinated to or pari passu with the Liens securing such DIP Financing, the Second Lien Administrative each Non-Priority Agent will subordinate its Liens in the such Priority Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties Priority Claimholders and (z) any “carve-out” for professional and or United States Trustee fees agreed to by the First Lien Administrative Priority Agent; and (B) agrees that, at the option of the Priority Agent, an order approving such DIP Financing or cash collateral usage may be entered even if the order provides that any claim arising under section 507(b) of the Bankruptcy Code as a result of a failure of adequate protection of the liens of the Non-Priority Claimholders in Collateral which is not its Priority Collateral may not be paid from the proceeds of claims arising under sections 544, 546, 547, 548 or 550 of the Bankruptcy Code; and (C) agree that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice notice; provided that the foregoing shall not prohibit the Second Lien Administrative any Non-Priority Agent or the Second Lien Secured Parties Non-Priority Claimholders from objecting solely to any provisions in any agreement regarding the use of cash collateral or any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. Nothing set forth The Term Loan Agent and Term Loan Claimholders and any Additional Agent and any Additional Claimholders shall not, directly or indirectly, offer to provide, support any other Person in this Agreement providing, provide or seek to provide DIP Financing secured by Liens equal or senior to the Liens on the Working Capital Priority Collateral, without the prior written consent of the Working Capital Agent. The Working Capital Agent and Working Capital Claimholders shall restrict not, directly or indirectly, offer to provide, support any other Person in providing, provide or seek to provide DIP Financing secured by Liens equal or senior to the Second Lien Secured Parties from proposing debtor Liens on the Term Loan Priority Collateral, without the prior written consent of the Term Loan Agent and any Additional Agent. The Term Loan Agent and the Term Loan Claimholders shall not, directly or indirectly, offer to provide, support any other Person in possession financingproviding, provide or seek to provide DIP Financing secured by Liens equal or senior to the First Lien Secured Parties from objecting thereto Liens on the Term Loan Priority Collateral, without the prior written consent of any groundsAdditional Agent. Any Additional Agent and such other applicable Additional Claimholders shall not, directly or indirectly, offer to provide, support any other Person in providing, provide or seek to provide DIP Financing secured by Liens equal or senior to the Liens on the Term Loan Priority Collateral, without the prior written consent of the Term Loan Agent and any other Additional Agent. All references to any Collateral hereunder shall be construed to include any assets arising after the commencement of the case under the Bankruptcy Code of the same type or category as such Collateral.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations has occurred, if any Borrower Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Administrative Agent shall desire to permit the use of cash collateral on which the First Lien Administrative Agent or any other creditor has a Lien or to permit any Borrower Company or any other Grantor to obtain financing, from one or of more of the First Lien Secured Parties Claimholders under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of First Lien Obligations outstanding at such time (after giving effect to such combined amount, the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations“Total Debt”) shall not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then Obligations, the Second Lien Administrative Agent, on behalf of itself and the Second Lien Secured PartiesClaimholders, (A) agrees that it will raise no objection to, or otherwise contest or interfere with, such use of cash collateral or DIP Financing on the grounds of adequate protection nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Administrative Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties Claimholders and (z) any “carve-out” for professional and United States Trustee fees agreed to by the First Lien Administrative Agent, provided that the amount of such “carve-out”, together with the Total Debt shall not exceed the Maximum First Lien Obligations; and (B) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice provided that the foregoing shall not prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties Claimholders from objecting solely to any provisions in any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties Claimholders from proposing debtor in debtor-in-possession financing, or the First Lien Secured Parties Claimholders from objecting thereto on any grounds.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations ABL Revolving Claims has occurred, if any Borrower or any other Grantor Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Required Lenders, or the Administrative Agent Agent, acting on behalf of the Revolving Facility Claimholders, shall desire to permit the use of cash collateral on which the First Lien Administrative Agent Revolving Loan Claimholders or any other creditor has a Lien or to permit any Borrower or any other Grantor Loan Party to obtain financing, from one or more of the First Lien Secured Parties Revolving Lenders (including under the Agreement) under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of First Lien Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then the Second Lien Term Loan Claimholders and the Administrative Agent, acting on behalf of itself and the Second Lien Secured PartiesTerm Loan Claimholders, (A) agrees agree that it they will raise no objection to, or otherwise contest or interfere with, to such use of cash collateral or DIP Financing on the grounds of adequate protection Financing, nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease use of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative Agent Agent, acting on behalf of the Revolving Facility Claimholders, or to the extent expressly permitted by Section 6.44(d) of these FILO Intercreditor Provisions) and, to the extent the Liens securing the First Lien Obligations Revolving Facility Claims are subordinated to or pari passu with any such DIP FinancingFinancing provided by the Revolving Lenders, the Second Lien Term Loan Claimholders agree that the Administrative Agent will may subordinate its the Liens in the Collateral to the extent held for the benefit of the Term Loan Claimholders to (x) the Liens securing such DIP Financing (and all Obligations obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties Administrative Agent on behalf of the Revolving Facility Claimholders or any of them (or any other agent on their behalf) and (z) any “carve-outcarveout” for professional and or United States Trustee fees agreed to by the First Lien Revolving Lenders or the Administrative AgentAgent (or any other agent), acting on behalf of the Revolving Facility Claimholders; and (B) agrees agree that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice provided that the foregoing notice. If any Loan Party shall not prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties from objecting solely be subject to any provisions in Insolvency or Liquidation Proceeding, the Term Loan Claimholders agree that (other than with respect to any DIP Financing relating toprovided by any or all of the Revolving Lenders in accordance with the immediately preceding sentence and except as otherwise may be instructed by the Required Lenders) they will not consent to provide or participate in, describing or requiring otherwise support, any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing that, pursuant to Section 364(d) of the Bankruptcy Code or otherwise, would be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties from proposing debtor in possession financing, or the First Lien Secured Parties from objecting thereto secured by a lien on any groundsportion of the Collateral that is senior or equal to the lien of the Administrative Agent for the benefit of the any or all of the Revolving Facility Claimholders (or any other agent acting on their behalf) on the Collateral. The Term Loan Claimholders further agree that, except as otherwise instructed by Required Facility Claimholders, they will join in or otherwise support any objection filed by the Revolving Lenders to any proposed DIP Financing by any Person that would be secured by a lien on any portion of the Collateral that is senior or equal to the liens of the Administrative Agent held for the benefit of the Revolving Facility Claimholders on the Collateral.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations has occurred, if (a) If any Borrower or any other Grantor shall be becomes subject to any Insolvency or Liquidation Proceeding and at any time prior to the Discharge of the First Lien Administrative Obligations, and if the First Lien Collateral Agent shall or the other First Lien Claimholders desire to permit consent (or not object) to the use of cash collateral on which the First Lien Administrative Agent or any other creditor has a Lien or to permit any Borrower or any other Grantor to obtain financing, from one or more of the First Lien Secured Parties under Section 363 or Section 364 of the Bankruptcy Code or pursuant to other insolvency laws or a court order, or to provide financing to any similar Grantor under the Bankruptcy Law Code or pursuant to other insolvency laws or a court order or to consent (eachor not object) to the provision of such financing to any Grantor by any third party (any such financing, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of First Lien Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then the Second Lien Administrative AgentCollateral Agent agrees, on behalf of itself and the other Second Lien Secured PartiesClaimholders, that each Second Lien Claimholder (a) will not request or accept Adequate Protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 6.4 below, (Ab) agrees will subordinate (and will be deemed hereunder to have subordinated) the Liens securing the Second Lien Obligations (i) to a DIP Financing that it satisfies the conditions set forth in clause (c) below, (ii) to any adequate protection provided to the First Lien Claimholders with such subordination to be on the same terms as the Liens securing the First Lien Obligations that are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement) and (iii) to any “carve-out” approved by the Bankruptcy Court, and (c) will be deemed to have consented to, will raise no objection to, or otherwise contest or interfere with, such use of cash collateral or DIP Financing on the grounds of adequate protection nor support any other Person objecting to, or otherwise contest or interfere with, the use of such sale, use, or lease of cash collateral or to such DIP Financing on any basis applicable solely to a secured creditor in such Insolvency or Liquidation Proceeding; provided, however, that this clause (c) shall only be applicable (as it relates to any DIP Financing) to the Second Lien Collateral Agent and will not request any form the Second Lien Claimholders if (1) the aggregate principal amount of adequate protection or any other relief in connection therewith (except as agreed by Indebtedness outstanding under such DIP Financing, together with the aggregate principal amount of Indebtedness outstanding under the First Lien Administrative Agent Loan Documents, does not exceed 115% of the Maximum First Lien Indebtedness Amount, (2) such DIP Financing does not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documentation relating to the extent expressly permitted by Section 6.4such DIP Financing, (3) and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP FinancingFinancing (in which case, the Second Lien Administrative Agent Claimholders will subordinate its their Liens in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating theretoFinancing), (y4) the Second Lien Collateral Agent retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding) with the same priority as existed prior to the commencement of such Insolvency or Liquidation Proceeding, and (5) such DIP Financing does not expressly require the sale, liquidation or disposition of all or any adequate protection Liens provided substantial part of the Collateral prior to a default under the DIP Financing (other than a sale pursuant to Section 363 of the Bankruptcy Code that meets the parameters set forth below). (b) The Second Lien Claimholders shall not propose or provide any post-petition financing to the Grantors other than financing which (i) is on a junior priority non-priming basis consistent with the lien priorities set forth herein (and junior to any claim of the First Lien Secured Parties Claimholders under Section 507(b) of the Bankruptcy Code) and (zii) any “carve-out” for professional and United States Trustee fees agreed is otherwise subject to by the terms of this Agreement; provided that nothing contained in this Agreement prevents the First Lien Administrative Agent; and Claimholders from objecting thereto. (Bc) agrees that notice received two calendar days prior to Notwithstanding the entry foregoing, nothing in this Section 6.1 shall limit or impair the right of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice provided that the foregoing shall not prohibit the Second Lien Administrative Collateral Agent to object to (i) any proposed motion regarding DIP Financing or cash collateral usage to the Second Lien Secured Parties from objecting solely to extent such objection could be asserted in such Insolvency or Liquidation Proceeding of any provisions in Grantor by unsecured creditors generally or (ii) any DIP Financing relating to, describing or requiring any provision or content of (including a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties from proposing debtor in possession financing, proposed by one or more of the First Lien Secured Parties from objecting thereto on any groundsClaimholders) to the extent that the terms thereof do not meet the requirements of Section 6.1.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations has occurred, if any Borrower Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Administrative Collateral Agent shall desire to permit the use of cash collateral on which the First Lien Administrative Collateral Agent or any other creditor has a Lien or to permit any Borrower Company or any other Grantor to obtain financing, from one or more of the First Lien Secured Parties Claimholders (including under the First Lien Credit Agreement) under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount Financing (including any such portion thereof that constitutes rollover of First Lien Obligations outstanding at such time (after giving effect to the application loans and/or letters of the proceeds of any DIP Financing to refinance all or any portion of credit under the First Lien ObligationsCredit Agreement) plus the aggregate principal amount of, without duplication, any revolving credit commitments, loans, letters of credit, bonds, debentures, notes or similar instruments (excluding, in any event, obligations pursuant to any Cash Management Obligations or Related Swap Contracts) provided for under the First Lien Credit Agreement or any other First Lien Credit Document (or any Refinancing thereof) shall not exceed an amount equal to the Maximum First Lien Indebtedness Amount plus $75,000,000 50,000,000 then the Second Lien Administrative Collateral Agent, on behalf of itself and the Second Lien Secured PartiesClaimholders, (A) agrees that it will raise no objection to, or otherwise contest or interfere with, to such use of cash collateral or DIP Financing on the grounds of adequate protection nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative Collateral Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Administrative Collateral Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties Claimholders and (z) any “carve-out” for professional and or United States Trustee fees agreed to by the First Lien Administrative Collateral Agent; and (B) agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice notice; provided that the foregoing shall not prohibit the Second Lien Administrative Collateral Agent or the Second Lien Secured Parties Claimholders from objecting solely to any provisions in any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties from proposing debtor in possession financing, or the First Lien Secured Parties from objecting thereto on any grounds.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations has occurred, if any the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Administrative Agent Holder shall desire consent to permit the use of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the First Lien Administrative Agent Holder or any other creditor has a Lien Lien, or to shall permit any the Borrower or any other Grantor to obtain financing, from one or more of the First Lien Secured Parties financing under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of First Lien Principal Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then Cap, the Second Lien Administrative Agent, on behalf of itself and the Second Lien Secured PartiesNoteholders, (A) agrees that it will raise no objection to, or otherwise contest or interfere with, such use of cash collateral or DIP Financing on the grounds of adequate protection or otherwise nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative Agent Holder or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Administrative Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties Holder and (z) any “carve-out” for professional and United States Trustee fees agreed to by the First Lien Administrative AgentHolder; and (B) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice provided that the foregoing shall not prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties from objecting solely to any provisions in any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties from proposing debtor in possession financing, or the First Lien Secured Parties from objecting thereto on any grounds.and

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations has occurred, if any Borrower the First Lien Borrowers or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding commencing after the date of this Agreement and the First Lien Administrative Agent shall desire to permit the use of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the First Lien Administrative Agent or any other creditor has a Lien or to permit any First Lien Borrower or any other Grantor Obligor to obtain financing, whether from one or more of the First Lien Secured Parties Claimholders or any other Person under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), thenthen each Second Lien Agent, so long as on behalf of itself and the maximum principal amount of Indebtedness applicable Second Lien Claimholders, agrees that may be outstanding from time it will (a) raise no objection to time in connection such Cash Collateral use or DIP Financing (and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, together with each Second Lien Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection provided to the First Lien Agent or the First Lien Claimholders or (z) any “carve-out” agreed by the First Lien Agent or First Lien Claimholders) and (b) not request adequate protection or any other relief in connection therewith (except as expressly agreed by the First Lien Agent or to the extent permitted by Section 6.4); provided that the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall does not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then 1,500,000,000 and, except to the extent set forth herein, and as otherwise subject to the terms of this Agreement, the Second Lien Administrative Agent, Agents and the Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially adverse to their interests. Each Second Lien Agent on behalf of itself and the Second Lien Secured PartiesClaimholders, (A) agrees that it will raise no objection to, or otherwise contest or interfere with, such use of cash collateral or Person shall provide to any Obligor any DIP Financing on the grounds of adequate protection nor (or support any other Person objecting toin seeking to provide to any Obligor any such DIP Financing) to the extent that any Second Lien Claimholder would, or otherwise contest or interfere with, such sale, use, or lease of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by with such financing, be granted a new Lien on any of its existing Second Lien Collateral unless the First Lien Administrative Agent or to the extent shall have expressly permitted by Section 6.4) and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Administrative Agent will subordinate its Liens consented thereto in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties and (z) any “carve-out” for professional and United States Trustee fees agreed to by the First Lien Administrative Agent; and (B) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice provided that the foregoing shall not prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties from objecting solely to any provisions in any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties from proposing debtor in possession financing, or the First Lien Secured Parties from objecting thereto on any groundswriting.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien the ABL Obligations has occurred, if any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Administrative ABL Agent shall desire to permit the use of cash collateral on which the First Lien Administrative Agent or any other creditor has a Lien constitutes ABL Priority Collateral or to permit any Borrower or any other Grantor to obtain financingfinancing secured by such ABL Priority Collateral, from one or more of the First Lien Secured Parties ABL Claimholders, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (eachsuch financing, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of First Lien Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then the Second Lien Administrative Term Loan Agent, on behalf of itself and the Second Lien Secured Partiesother Term Loan Claimholders, (Aa) agrees that it will raise no objection to, or otherwise contest or interfere with, to such use of cash collateral or DIP Financing on the grounds of adequate protection nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative ABL Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the First Lien ABL Obligations are subordinated to or pari passu with the Liens securing such DIP Financing, the Second Lien Administrative Term Loan Agent will subordinate its Liens in the ABL Priority Collateral to (xi) the Liens securing such DIP Financing (and all Obligations relating thereto), (yii) any adequate protection Liens provided to the First Lien Secured Parties ABL Claimholders and (ziii) any “carve-out” for professional and or United States Trustee fees agreed to by the First Lien Administrative ABL Agent; and (Bb) agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice notice; provided that the foregoing shall not prohibit the Second Lien Administrative Term Loan Agent or the Second Lien Secured Parties Term Loan Claimholders from objecting solely to any provisions in any agreement regarding the use of cash collateral or any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties from proposing debtor in possession financing, or the First Lien Secured Parties from objecting thereto on any grounds.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations has occurred, if any Borrower or any other Grantor the Company shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Administrative Agent Agents shall desire to permit the use of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the First Lien Administrative Agent Agents or any other creditor has a Lien or to permit any Borrower or any other Grantor the Company to obtain financing, whether from one or more of the First Lien Secured Parties Claimholders or any other Person under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), thenthen the Second Lien Agents, so long as on behalf of themselves and the maximum principal amount of Indebtedness Second Lien Claimholders, agree that may be outstanding from time they will raise no objection to time in connection such Cash Collateral use or DIP Financing (and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, together with the Second Lien Agents will subordinate their Liens in the Shared Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the First Lien Agents or to the extent permitted by Section 6.4); provided, that, the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall does not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then the Second Lien Administrative Agent, on behalf of itself and the Second Lien Secured Parties, (A) agrees that it will raise no objection to, or otherwise contest or interfere with, such use of cash collateral or DIP Financing on the grounds of adequate protection nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease of cash collateral or DIP Financing Agents and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Administrative Agent will subordinate its Liens in Claimholders retain the Collateral right to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties and (z) any “carve-out” for professional and United States Trustee fees agreed to by the First Lien Administrative Agent; and (B) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice provided that the foregoing shall not prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties from objecting solely object to any provisions in any DIP Financing relating to, describing ancillary agreements or requiring any provision arrangements regarding Cash Collateral use or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties from proposing debtor in possession financing, or the First Lien Secured Parties from objecting thereto on any groundsthat are materially prejudicial to their interests.

Use of Cash Collateral and Financing Issues. Until the Discharge of First Lien Obligations ABL Revolving Claims has occurred, if any Borrower or any other Grantor Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Required Lenders, or the Administrative Agent Agent, acting on behalf of the Revolving Facility Claimholders, shall desire to permit or consent to the use of cash collateral on which the First Lien Administrative Agent Revolving Loan Claimholders or any other creditor has a Lien or to permit permit, consent to or provide any Borrower or any other Grantor to obtain Loan Party obtaining financing, from one or more of (including under the First Lien Secured Parties Agreement) under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of First Lien Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the First Lien Obligations) shall not exceed the Maximum First Lien Indebtedness Amount plus $75,000,000 then the Second Lien Term Loan Claimholders and the Administrative Agent, acting on behalf of itself and the Second Lien Secured PartiesTerm Loan Claimholders, (A) agrees agree that it they will raise no objection to, or otherwise contest or interfere with, to such use of cash collateral or DIP Financing on the grounds of adequate protection Financing, nor support any other Person objecting to, or otherwise contest or interfere with, such sale, use, or lease use of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the First Lien Administrative Agent Agent, acting on behalf of the Revolving Facility Claimholders, or to the extent expressly permitted by Section 6.44(d) of these FILO Intercreditor Provisions) and, (i) to the extent the Liens securing the First Lien Obligations Revolving Facility Claims are subordinated to or pari passu with any such DIP FinancingFinancing provided by the Revolving Lenders, the Second Lien Administrative Term Loan Claimholders agree that the Collateral Agent will may subordinate its the Liens in the Collateral to the extent held for the benefit of the Term Loan Claimholders to (x) the Liens securing such DIP Financing (and all Obligations obligations relating thereto), (y) any adequate protection Liens provided to the First Lien Secured Parties Collateral Agent on behalf of the Revolving Facility Claimholders or any of them (or any other agent on their behalf) and (z) any “carve-outcarveout” for professional and or United States Trustee fees agreed to by the First Revolving Lenders or the Administrative Agent (or any other agent), acting on behalf of the Revolving Facility Claimholders and (ii) to the extent the Liens securing the Revolving Facility Claims are pari passu with any such DIP Financing provided by the Revolving Lenders, the Term Loan Claimholders agree that the Administrative Agent may subordinate any Liens or payments with respect to the Collateral or other receipt of any Collateral Proceeds to the extent held for the benefit of the Term Loan Claimholders to (x) any Lien securing or payment to, receipt by, or rights of, the holders of such DIP Financing (and all obligations relating thereto), (y) the Collateral Agent on behalf of the Revolving Facility Claimholders in connection with any adequate protection Liens provided to the Collateral Agent on behalf of the Revolving Facility Claimholders or any of them (or any other agent on their behalf) and (z) any “carveout” for professional or United States Trustee fees agreed to by the Revolving Lenders or the Administrative AgentAgent (or any other agent), acting on behalf of the Revolving Facility Claimholders; and (B) agrees agree that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice provided that the foregoing notice. If any Loan Party shall not prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties from objecting solely be subject to any provisions in Insolvency or Liquidation Proceeding, the Term Loan Claimholders agree that (other than with respect to any DIP Financing relating toprovided by any or all of the Revolving Lenders or consented to by the Required Lenders in accordance with the immediately preceding sentence and except as otherwise may be instructed by the Required Lenders) they will not consent to provide or participate in, describing or requiring otherwise support, any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing that, pursuant to Section 364(d) of the Bankruptcy Code or otherwise, would be paid in full in cash. Nothing set forth in this Agreement shall restrict the Second Lien Secured Parties from proposing debtor in possession financing, or the First Lien Secured Parties from objecting thereto secured by a lien on any groundsportion of the Collateral that is senior or equal to (and not subject to Section 2.18(3) of the Agreement in the same manner as the Refinancing Term Loan Obligations) the lien of the Collateral Agent for the benefit of the any or all of the Revolving Facility Claimholders (or any other agent acting on their behalf) on the Collateral. The Term Loan Claimholders further agree that, except as otherwise instructed by Required Facility Claimholders, they will join in or otherwise support any objection filed by the Revolving Lenders to any proposed DIP Financing by any Person that would be secured by a lien on any portion of the Collateral that is senior or equal to the liens of the Collateral Agent held for the benefit of the Revolving Facility Claimholders on the Collateral.