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

Use of Cash Collateral and Financing Issues. If any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Priority Agent shall desire to permit the use of cash collateral which constitutes such Priority Agent’s Priority Collateral or to permit any Grantor to obtain financing 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 Claimholders for whom such Priority Agent acts as agent, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financing, a “DIP Financing”), then each other Agent, on behalf of itself and the other Claimholders for whom it acts as agent, (A) agrees that it will raise no objection to such use of cash collateral or DIP Financing nor support any other Person objecting to, 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 Priority Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the Obligations of the Priority Claimholders are subordinated to or pari passu with the Liens securing such DIP Financing, the 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 Priority Claimholders and (z) any “carve-out” for professional or United States Trustee fees agreed to by the 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; provided that the foregoing shall not prohibit the other Agent or the 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. 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 priority to the 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan Agent.

Use of Cash Collateral and Financing Issues. If 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 Priority First Lien Administrative Agent shall desire to permit the use of cash collateral on which constitutes such Priority Agent’s Priority Collateral the First Lien Administrative Agent or any other creditor has a Lien or to permit any Borrower or any other Grantor to obtain financing secured by such Priority Agent’s Priority Collateral (and not by any Collateral which does not constitute such Priority Agent’s Priority Collateral)financing, from one or more of the Claimholders for whom such Priority Agent acts as agent, First Lien Secured Parties under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financingeach, 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 each other the Second Lien Administrative Agent, on behalf of itself and the other Claimholders for whom it acts as agentSecond Lien Secured Parties, (A) agrees that it will raise no objection to 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 Priority 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 of the Priority Claimholders are subordinated to or pari passu with the Liens securing such DIP Financing, the other Second Lien Administrative 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 Priority Claimholders First Lien Secured Parties and (z) any “carve-out” for professional or and United States Trustee fees agreed to by the Priority 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; notice provided that the foregoing shall not prohibit the other Second Lien Administrative Agent or the other Claimholders Second Lien Secured Parties 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. The Term Loan AgentNothing 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 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 priority to the 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan Agentany grounds.

Use of Cash Collateral and Financing Issues. If Until the Discharge of Revolving Facility Obligations, if any Grantor Borrower or any other Loan Party shall be subject to any Insolvency or Liquidation Bankruptcy Proceeding and the Priority 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 constitutes such Priority Agent’s Priority Collateral the Revolving Loan Claimholders or any other creditor has a Lien or to permit any Grantor Borrower or any other Loan Party to obtain financing secured by such Priority Agent’s Priority Collateral (and not by any Collateral which does not constitute such Priority Agent’s Priority Collateral)financing, from one or more of the Claimholders for whom such Priority Agent acts as agent, Revolving Lenders (including under this Agreement) under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financingeach, a “DIP Financing”), then each other the Incremental Term Loan Claimholders and the Agent, acting on behalf of itself and the other Claimholders for whom it acts as agentIncremental Term Loan Claimholders, (A) agrees agree that it they will raise no objection to such use of cash collateral or DIP Financing nor support any other Person objecting to, 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 Priority 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 Revolving Facility Obligations of the Priority Claimholders are subordinated to or pari passu with the Liens securing any such DIP FinancingFinancing provided by the Revolving Lenders, the other Incremental Term Loan Lenders agree that Agent will may subordinate its the Liens in the Priority Agent’s Priority 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 Priority 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 or United States Trustee fees agreed to by the Priority 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 . If any Loan Party shall not prohibit the other Agent or the other Claimholders from objecting solely be subject to any provisions in any agreement regarding Bankruptcy Proceeding, the use of cash collateral or 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 cashsecured by a lien on any portion 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 AgentLenders further agree that, on behalf of itself and except as otherwise instructed by the Term Loan ClaimholdersRequired Lenders, agrees that no Term Loan Claimholder shall, directly they will join in or indirectly, provide or seek otherwise support any objection filed by the Revolving Lenders to provide any proposed DIP Financing by any Person that would be secured by Liens a lien on any portion of the Collateral that is senior or equal to or senior in priority to the Liens liens of the Agent held for the benefit of the Revolving Facility Claimholders 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan AgentCollateral.

Use of Cash Collateral and Financing Issues. If Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Priority Agent shall desire to permit the use of cash collateral which constitutes such Priority Agent’s constituents’ Priority Collateral or to permit Company or any other Grantor to obtain financing 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 Claimholders for whom such Priority Agent acts as agentAgent, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financing, a “DIP Financing”), then each other Non-Priority Agent, on behalf of itself and the other Claimholders for whom it acts as agentNon-Priority Claimholders, (A) agrees that it will raise no objection to such use of cash collateral or DIP Financing nor support any other Person objecting to, 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 Priority Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the Priority Obligations of the Priority Claimholders are subordinated to or pari passu with the Liens securing such DIP Financing, the other each Non-Priority Agent will subordinate its Liens in the Priority Agent’s such Priority Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the Priority Claimholders and (z) any “carve-out” for professional or United States Trustee fees agreed to by the 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; provided that the foregoing shall not prohibit the other any Non-Priority Agent or the other 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. The Term Loan Agent, on behalf of itself Agent and the Term Loan Claimholders, agrees that no Term Loan Claimholder shallClaimholders and any 42 Additional Agent and any 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 to or senior in priority to the Liens on the ABL Primary Collateral securing the ABL ObligationsWorking Capital Priority Collateral, without the prior written consent of the ABL Working Capital Agent. The ABL Agent, on behalf of itself Working Capital Agent and the ABL Claimholders, agrees that no ABL Claimholder shallWorking Capital 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 to or senior in priority to the Liens on the Term Loan Primary Collateral securing the Term Loan ObligationsPriority 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 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 any Additional 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. If Until the Discharge of First Lien Obligations has occurred, if Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Priority First Lien Administrative Agent shall desire to permit the use of cash collateral on which constitutes such Priority Agent’s Priority Collateral the First Lien Administrative Agent or any other creditor has a Lien or to permit Company or any other Grantor to obtain financing secured by such Priority Agent’s Priority Collateral (and not by any Collateral which does not constitute such Priority Agent’s Priority Collateral)financing, from one or of more of the First Lien Claimholders for whom such Priority or any other Person approved by the First Lien Administrative Agent acts as agent, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financingeach, 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 then each other the Second Lien Administrative Agent, on behalf of itself and the other Claimholders for whom it acts as agentSecond Lien Claimholders, (A) agrees that it will raise no objection to 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 Priority 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 of the Priority Claimholders are subordinated to or pari passu with the Liens securing such DIP Financing, the other Second Lien Administrative 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 Priority First Lien Claimholders and (z) any “carve-out” for professional or and United States Trustee fees agreed to by the Priority 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; notice provided that the foregoing shall not prohibit the other Second Lien Administrative Agent or the other Second Lien 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. The Term Loan AgentNothing set forth in this Agreement shall restrict the Second Lien Claimholders from proposing debtor-in-possession financing, or the First Lien Claimholders from objecting thereto 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 priority to the 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan Agentany grounds.

Use of Cash Collateral and Financing Issues. If any Grantor Until the Discharge of First Lien Obligations has occurred, if the Company shall be subject to any Insolvency or Liquidation Proceeding and the Priority Agent First Lien 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 constitutes such Priority Agent’s Priority Collateral the First Lien Agents or any other creditor has a Lien or to permit any Grantor the Company to obtain financing secured by such Priority Agent’s Priority Collateral (and not by financing, whether from the First Lien Claimholders or any Collateral which does not constitute such Priority Agent’s Priority Collateral), from one or more of the Claimholders for whom such Priority Agent acts as agent, other Person under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financing, a “DIP Financing”), then each other Agentthe Second Lien Agents, on behalf of itself themselves and the other Claimholders for whom it acts as agentSecond Lien Claimholders, (A) agrees agree that it they will raise no objection to such Cash Collateral use of cash collateral or DIP Financing nor support any other Person objecting to, 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 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 other Agent Second Lien Agents will subordinate its their Liens in the Priority Agent’s Priority Shared Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any and will not request adequate protection Liens provided or any other relief in connection therewith (except, as expressly agreed by the First Lien Agents or to the Priority Claimholders and 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 (z) any “carve-out” for professional or United States Trustee fees agreed to by the Priority Agent; and (B) agrees that notice received two (2) calendar days prior after giving effect to the entry application of an order approving such usage the proceeds of cash collateral or approving such DIP Financing shall be adequate notice; provided that the foregoing shall not prohibit the other Agent or the other Claimholders from objecting solely to any provisions in any agreement regarding the use of cash collateral or any DIP Financing relating to, describing to refinance all or requiring any provision portion of the First Lien Obligations) does not exceed the Maximum First Lien Indebtedness Amount and the Second Lien Agents and the Second Lien Claimholders retain the right to object to any ancillary agreements or content of a plan of reorganization other than any provisions requiring that arrangements regarding Cash Collateral use or the DIP Financing be paid in full in cash. 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 are materially prejudicial to provide DIP Financing secured by Liens equal to or senior in priority to the 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan Agenttheir interests.

Use of Cash Collateral and Financing Issues. If Until the Discharge of ABL Revolving Claims has occurred, if any Grantor Borrower or any other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the Priority Agent Required Lenders, or the Administrative Agent, acting on behalf of the Revolving Facility Claimholders, shall desire to permit the use of cash collateral on which constitutes such Priority Agent’s Priority Collateral the Revolving Loan Claimholders or any other creditor has a Lien or to permit any Grantor Borrower or any other Loan Party to obtain financing secured by such Priority Agent’s Priority Collateral (and not by any Collateral which does not constitute such Priority Agent’s Priority Collateral)financing, from one or more of the Claimholders for whom such Priority Agent acts as agent, Revolving Lenders (including under the Agreement) under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financingeach, a “DIP Financing”), then each other the Term Loan Claimholders and the Administrative Agent, acting on behalf of itself and the other Claimholders for whom it acts as agentTerm Loan Claimholders, (A) agrees agree that it they will raise no objection to such use of cash collateral or DIP Financing Financing, nor support any other Person objecting to, 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 Priority Agent Administrative 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 Obligations of the Priority Claimholders Revolving Facility Claims are subordinated to or pari passu with the Liens securing any such DIP FinancingFinancing provided by the Revolving Lenders, the other Term Loan Claimholders agree that the Administrative Agent will may subordinate its the Liens in the Priority Agent’s Priority 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 Priority 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 or United States Trustee fees agreed to by the Priority AgentRevolving Lenders or the Administrative Agent (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 . If any Loan Party shall not prohibit the other Agent or the other Claimholders from objecting solely be subject to any provisions in any agreement regarding Insolvency or Liquidation Proceeding, the use of cash collateral or 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 cashsecured by a lien on any portion 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 AgentClaimholders further agree that, on behalf of itself and the Term Loan except as otherwise instructed by Required Facility Claimholders, agrees that no Term Loan Claimholder shall, directly they will join in or indirectly, provide or seek otherwise support any objection filed by the Revolving Lenders to provide any proposed DIP Financing by any Person that would be secured by Liens a lien on any portion of the Collateral that is senior or equal to or senior in priority to the Liens liens of the Administrative Agent held for the benefit of the Revolving Facility Claimholders 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan AgentCollateral.

Use of Cash Collateral and Financing Issues. If Until Discharge of the ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Priority ABL Agent shall desire to permit the use of cash collateral which constitutes such Priority Agent’s ABL Priority Collateral or to permit any Grantor to obtain financing secured by such Priority Agent’s Priority Collateral (and not by any Collateral which does not constitute such Priority Agent’s ABL Priority Collateral), from one or more of the Claimholders for whom such Priority Agent acts as agentABL Claimholders, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financing, a “DIP Financing”), then each other the Term Loan Agent, on behalf of itself and the other Claimholders for whom it acts as agentTerm Loan Claimholders, (Aa) agrees that it will raise no objection to such use of cash collateral or DIP Financing nor support any other Person objecting to, 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 Priority ABL Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the ABL Obligations of the Priority Claimholders are subordinated to or pari passu with the Liens securing such DIP Financing, the other Term Loan Agent will subordinate its Liens in the Priority Agent’s ABL Priority Collateral to (xi) the Liens securing such DIP Financing (and all Obligations relating thereto), (yii) any adequate protection Liens provided to the Priority ABL Claimholders and (ziii) any “carve-out” for professional or United States Trustee fees agreed to by the Priority 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; provided that the foregoing shall not prohibit the other Term Loan Agent or the other 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. 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 priority to the 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan Agent.

Use of Cash Collateral and Financing Issues. If Until the Discharge of ABL Revolving Claims has occurred, if any Grantor Borrower or any other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the Priority Agent Required Lenders, or the Administrative Agent, acting on behalf of the Revolving Facility Claimholders, shall desire to permit or consent to the use of cash collateral on which constitutes such Priority Agent’s Priority Collateral the Revolving Loan Claimholders or any other creditor has a Lien or to permit permit, consent to or provide any Grantor to obtain financing secured by such Priority Agent’s Priority Collateral Borrower or any other Loan Party obtaining financing, (and not by any Collateral which does not constitute such Priority Agent’s Priority Collateral), from one or more of including under the Claimholders for whom such Priority Agent acts as agent, Agreement) under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financingeach, a “DIP Financing”), then each other the Term Loan Claimholders and the Administrative Agent, acting on behalf of itself and the other Claimholders for whom it acts as agentTerm Loan Claimholders, (A) agrees agree that it they will raise no objection to such use of cash collateral or DIP Financing Financing, nor support any other Person objecting to, 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 Priority Agent Administrative 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 Obligations of the Priority Claimholders Revolving Facility Claims are subordinated to or pari passu with the Liens securing any such DIP FinancingFinancing provided by the Revolving Lenders, the other Term Loan Claimholders agree that the Collateral Agent will may subordinate its the Liens in the Priority Agent’s Priority 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 Priority 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 or United States Trustee fees agreed to by the Priority AgentRevolving 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 Agent (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 . If any Loan Party shall not prohibit the other Agent or the other Claimholders from objecting solely be subject to any provisions in any agreement regarding Insolvency or Liquidation Proceeding, the use of cash collateral or 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 secured by a lien on any portion of the Collateral that is senior or equal to (and not subject to Section 2.18(3) of the Agreement in full in cashthe 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 AgentClaimholders further agree that, on behalf of itself and the Term Loan except as otherwise instructed by Required Facility Claimholders, agrees that no Term Loan Claimholder shall, directly they will join in or indirectly, provide or seek otherwise support any objection filed by the Revolving Lenders to provide any proposed DIP Financing by any Person that would be secured by Liens a lien on any portion of the Collateral that is senior or equal to or senior in priority to the Liens liens of the Collateral Agent held for the benefit of the Revolving Facility Claimholders 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan AgentCollateral.

Use of Cash Collateral and Financing Issues. If Until the Discharge of First Lien Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Priority Agent First Lien 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 constitutes such Priority Agent’s Priority Collateral the First Lien Holder or to any other creditor has a Lien, or shall permit the Borrower or any other Grantor to obtain financing 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 Claimholders for whom such Priority Agent acts as agent, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financingeach, a “DIP Financing”), then each other 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 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 First Lien Cap, the Second Lien Agent, on behalf of itself and the other Claimholders for whom it acts as agentSecond Lien Noteholders, (A) agrees that it will raise no objection to 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 Priority Agent First Lien Holder 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 other Second Lien 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 Priority Claimholders First Lien Holder and (z) any “carve-out” for professional or and United States Trustee fees agreed to by the Priority AgentFirst Lien Holder; 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 other Agent or the 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. 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 priority to the 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan Agent.and

Use of Cash Collateral and Financing Issues. If Until the Discharge of First Lien Obligations has occurred, if Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Priority First Lien Administrative Agent shall desire to permit the use of cash collateral on which constitutes such Priority Agent’s Priority Collateral the First Lien Administrative Agent or any other creditor has a Lien or to permit Company or any other Grantor to obtain financing secured by such Priority Agent’s Priority Collateral (and not by any Collateral which does not constitute such Priority Agent’s Priority Collateral)financing, from one or of more of the First Lien Claimholders for whom such Priority Agent acts as agent, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financingeach, a “DIP Financing”), then each other 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 (such combined amount, the “Total Debt”) shall not exceed the Maximum First Lien Obligations, the Second Lien Administrative Agent, on behalf of itself and the other Claimholders for whom it acts as agentSecond Lien Claimholders, (A) agrees that it will raise no objection to 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 Priority 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 of the Priority Claimholders are subordinated to or pari passu with the Liens securing such DIP Financing, the other Second Lien Administrative 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 Priority First Lien Claimholders and (z) any “carve-out” for professional or and United States Trustee fees agreed to by the Priority First Lien Administrative Agent; and (B) agrees , provided that notice received two (2) calendar days prior to the entry amount of an order approving such usage of cash collateral or approving such DIP Financing “carve-out”, together with the Total Debt shall be adequate noticenot exceed the Maximum First Lien Obligations; provided that the foregoing shall not prohibit the other Second Lien Administrative Agent or the other Second Lien 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. The Term Loan AgentNothing set forth in this Agreement shall restrict the Second Lien Claimholders from proposing debtor-in-possession financing, or the First Lien Claimholders from objecting thereto 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 priority to the 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan Agentany grounds.

Use of Cash Collateral and Financing Issues. If Until the Discharge of First Lien Obligations has occurred, if the First Lien Borrowers or any Grantor other Obligor shall be subject to any Insolvency or Liquidation Proceeding commencing after the date of this Agreement and the Priority First Lien 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 constitutes such Priority Agent’s Priority Collateral the First Lien Agent or any other creditor has a Lien or to permit any Grantor First Lien Borrower or any other Obligor to obtain financing secured by such Priority Agent’s Priority Collateral (and not by financing, whether from the First Lien Claimholders or any Collateral which does not constitute such Priority Agent’s Priority Collateral), from one or more of the Claimholders for whom such Priority Agent acts as agent, other Person under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financing, a “DIP Financing”), then each other Second Lien Agent, on behalf of itself and the other Claimholders for whom it acts as agentapplicable Second Lien Claimholders, (A) agrees that it will (a) raise no objection to such Cash Collateral use of cash collateral or DIP Financing nor support any other Person objecting to, 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 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 other each Second Lien 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 Priority First Lien Agent or the First Lien Claimholders and or (z) any “carve-out” for professional or United States Trustee fees agreed to by the Priority Agent; First Lien Agent or First Lien Claimholders) and (Bb) agrees that notice received two not request adequate protection or any other relief in connection therewith (2) calendar days prior except as expressly agreed by the First Lien Agent or to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate noticeextent permitted by Section 6.4); provided that the foregoing shall not prohibit aggregate principal amount of the other Agent or DIP Financing plus the other Claimholders from objecting solely aggregate outstanding principal amount of First Lien Obligations outstanding at such time (after giving effect to any provisions in any agreement regarding the use application of cash collateral or the proceeds of any DIP Financing relating toto refinance all or any portion of the First Lien Obligations) does not exceed the Maximum First Lien Indebtedness Amount plus $1,500,000,000 and, describing except to the extent set forth herein, and as otherwise subject to the terms of this Agreement, the Second Lien Agents and the Second Lien Claimholders retain the right to object to any 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 cashthat are materially adverse to their interests. The Term Loan Agent, Each Second Lien Agent on behalf of itself and the Term Loan Second Lien Claimholders, agrees that no Term Loan Claimholder shall, directly such Person shall provide to any Obligor any DIP Financing (or indirectly, provide or seek support any other Person in seeking to provide to any Obligor any such DIP Financing secured by Liens equal to or senior in priority Financing) to the Liens extent that any Second Lien Claimholder would, in connection with such financing, be granted a new Lien on any of its existing Second Lien Collateral unless 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 First Lien Agent shall have expressly consented thereto in priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan Agentwriting.

Use of Cash Collateral and Financing Issues. (a) If any Grantor shall be becomes subject to any Insolvency or Liquidation Proceeding at any time prior to the Discharge of the First Lien Obligations, and if the Priority First Lien Collateral Agent shall or the other First Lien Claimholders desire to permit consent (or not object) to the use of cash collateral which constitutes such Priority Agent’s Priority Collateral or to permit any Grantor to obtain financing 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 Claimholders for whom such Priority Agent acts as agent, 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 (or not object) to the provision of such financing to any Grantor by any third party (any such financing, a “DIP Financing”), then each other Agentthe Second Lien Collateral Agent agrees, on behalf of itself and the other Claimholders for whom it acts Second Lien Claimholders, 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 agentset 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 such use of cash collateral or DIP Financing to, nor support any other Person objecting to, the use of such sale, use, or lease of cash collateral or to such DIP Financing and will not request on any form of adequate protection 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 other relief in connection therewith (except as agreed by the Priority Agent or DIP Financing) to the extent expressly permitted by Section 6.4Second Lien Collateral Agent and the Second Lien Claimholders if (1) andthe aggregate principal amount of Indebtedness outstanding under such DIP Financing, together with the aggregate principal amount of Indebtedness outstanding under the First Lien 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 extent material terms are set forth in the documentation relating to such DIP Financing, (3) the Liens securing the First Lien Obligations of the Priority Claimholders are subordinated to or pari passu with such DIP Financing (in which case, the Second Lien Claimholders will subordinate their Liens in the Collateral to the Liens securing such DIP Financing), the other Agent will subordinate its Liens in the Priority Agent’s Priority Collateral to (x4) the Liens securing 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 (and does not expressly require the sale, liquidation or disposition of all Obligations relating thereto), (y) or any adequate protection Liens provided to substantial part of the Priority Claimholders and (z) any “carve-out” for professional or United States Trustee fees agreed to by the Priority Agent; and (B) agrees that notice received two (2) calendar days Collateral 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 other Agent or the 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 default under the DIP Financing be paid in full in cash. 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 (other than a sale pursuant to provide DIP Financing secured by Liens equal to or senior in priority to the Liens on the ABL Primary Collateral securing the ABL Obligations, without the prior written consent Section 363 of the ABL Agent. The ABL Agent, on behalf of itself and Bankruptcy Code that meets 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan Agentparameters set forth below).

Use of Cash Collateral and Financing Issues. If Until the Discharge of First Lien Obligations has occurred, if Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Priority First Lien Collateral Agent shall desire to permit the use of cash collateral on which constitutes such Priority Agent’s Priority the First Lien Collateral Agent or any other creditor has a Lien or to permit Company or any other Grantor to obtain financing secured by such Priority Agent’s Priority Collateral (and not by any Collateral which does not constitute such Priority Agent’s Priority Collateral)financing, from one or more of the First Lien Claimholders for whom such Priority Agent acts as agent, (including under the First Lien Credit Agreement) under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financingeach, a “DIP Financing”), then, so long as the maximum amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing (including any such portion thereof that constitutes rollover of loans and/or letters of credit under the First Lien Credit 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 plus $50,000,000 then each other the Second Lien Collateral Agent, on behalf of itself and the other Claimholders for whom it acts as agentSecond Lien Claimholders, (A) agrees that it will raise no objection to such use of cash collateral or DIP Financing nor support any other Person objecting to, 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 Priority First Lien Collateral 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 other Second Lien Collateral 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 Priority First Lien Claimholders and (z) any “carve-out” for professional or United States Trustee fees agreed to by the Priority First Lien 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; provided that the foregoing shall not prohibit the other Second Lien Collateral Agent or the other Second Lien 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. 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 priority to the 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 priority to the Liens on the Term Loan Primary Collateral securing the Term Loan Obligations, without the prior written consent of the Term Loan Agent.