Common use of Adequate Protection Clause in Contracts

Adequate Protection. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by any First Lien Agent or Senior Lenders for adequate protection or (b) any objection by any First Lien Agent or Senior Lenders to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority Agent, on behalf of itself or any applicable Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that the First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each (a) With respect to each Type of Common Collateral, the Second Priority AgentRepresentative, on behalf of itself and each applicable the other Second Priority Secured PartyParties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that none of them shall contest (object to, contest, or support any other Person objecting to or contesting) , (ai) any request by the First Priority Representative or any other First Lien Agent or Senior Lenders Priority Secured Party for adequate protection with respect to such Common Collateral, including, without limitation, in the form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or other amounts or (bii) any objection by the First Priority Representative or any other First Lien Agent or Senior Lenders Priority Secured Party to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection to the First Priority Secured Parties with respect to such Common Collateral or (iii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise with respect to such Common Collateral. Notwithstanding the foregoinganything contained in this Agreement, (1) in any Insolvency or Liquidation Proceeding, the Second Priority Representative and the other Second Priority Secured Parties and the Third Priority Representative and the other Third Priority Secured Parties, in each case with respect to each Type of Common Collateral, may seek, support, accept or retain adequate protection (iA) only if the Senior Lenders (or any subset thereof) First Priority Secured Parties with respect to such Common Collateral are granted adequate protection that includes replacement liens on additional collateral and superpriority claims and such First Priority Secured Parties do not object to the adequate protection being provided to them and (B) solely in the form of (x) an Adequate Protection Lien on additional collateral in connection with collateral, subordinated to the First Priority Liens on such Common Collateral and the Liens securing any DIP Financing provided by, or use of cash collateral under Section 363 or Section 364 of Title 11 of consented to by (including via non-objection), the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second First Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on Parties with respect to such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) Common Collateral on the same basis as the other Liens securing the Second Priority Claims Liens on such Common Collateral and Third Priority Liens on such Common Collateral, as applicable, are so subordinated to the First Priority Liens securing Senior Lender Claims on such Common Collateral under this Agreement and (By) agrees that it will not seek or request, and will not accept, non-monetary adequate protection that is customarily provided in any other forman Insolvency Proceeding, including, without limitation, the provision of information and the ability to monitor such Common Collateral and (ii2) with respect to each Type of Common Collateral, in the event any Second Priority AgentSecured Party or any Third Priority Secured Party receives adequate protection in the form of Adequate Protection Liens, then the Second Priority Representative, on behalf of itself or any applicable and the other Second Priority Secured PartyParties, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Third Priority AgentRepresentative, on behalf of itself or each such Second and the other Third Priority Secured PartyParties, agrees that as the case may be, (i) consents to the First Lien Agents shall also be granted Priority Representative having a senior Adequate Protection Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing First Priority Obligations and that any Lien on such additional collateral securing Adequate Protection Liens granted to the Second Priority Claims Secured Parties and the Third Priority Secured Parties, on any additional collateral shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Priority Obligations and any such DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral (and all Obligations obligations relating thereto) and any other Adequate Protection Liens granted to the Senior Lenders as adequate protection First Priority Secured Parties, with such subordination to be on the same basis as terms that the other Second Priority Liens securing are subordinated to such First Priority Liens under this Agreement or that the other Third Priority Liens are subordinated to such First Priority Liens and the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement, as applicable, and (ii) agrees that, if the bankruptcy court does not grant the First Priority Secured Parties a senior Adequate Protection Lien on such additional collateral, then the Second Priority Secured Parties or Third Priority Secured Parties, as the case may be, shall be deemed to hold and have held their Adequate Protection Lien on such additional collateral for the benefit of the First Priority Secured Parties (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1) and, until the First Priority Obligations Payment Date, any distributions in respect of such additional collateral received by the Second Priority Secured Parties or Third Priority Secured Parties, as applicable, shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations. Upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations, as applicable, purported to be satisfied by such distributions shall be immediately reinstated in full as though such payment had never occurred.

Adequate Protection. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by any First Lien Agent or Senior Lenders Secured Parties for adequate protection or (b) any objection by any First Lien Agent or Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior LendersSecured Parties’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority Agent, on behalf of itself or any applicable Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that the First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each The Second Priority AgentRepresentative, on behalf of itself and each applicable the other Second Priority Secured PartyParties, agrees that that, prior to the First Priority Obligations Payment Date, none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (a) any request by any the First Lien Agent Priority Representative or Senior Lenders the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (b) any objection by the First Priority Representative or any other First Lien Agent or Senior Lenders Priority Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the foregoingcontrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Priority Secured Parties (or any subset thereof) are granted adequate protection in the form consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of with respect to the United States Code or any similar Bankruptcy LawCommon Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then each in connection with any such DIP Financing or use of cash collateral the Second Priority AgentRepresentative, on behalf of itself and any applicable of the Second Priority Secured PartyParties, (A) may may, as adequate protection of their interests in the Common Collateral, seek or request accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection in the form consisting solely of (x) a replacement Lien on such the same additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First Priority Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Liens on the Common Collateral are so subordinated to the Liens securing Senior Lender Claims First Priority Obligations under this Agreement and (By) agrees superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that it will not seek or requestthe Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and will not acceptthe Second Priority Secured Parties, adequate protection in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other form, property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event any the Second Priority AgentRepresentative, on behalf of itself or any applicable and the Second Priority Secured PartyParties, seeks or requests accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then such the Second Priority AgentRepresentative, on behalf of itself or each such any of the Second Priority Secured PartyParties, agrees that the First Lien Agents Priority Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First Priority Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims First Priority Obligations under this Agreement. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or requestsuperpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Second Priority Debt Parties.

Adequate Protection. Each Second Junior Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Junior Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second each Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Junior Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or requestsuperpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, and will not accept, adequate protection in any other form, and (ii) in the event any Second Junior Priority AgentRepresentatives, for themselves and on behalf of itself the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or any applicable Second Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, then such Second Junior Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Junior Priority Secured PartyDebt Party under their Junior Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second Junior Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Junior Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Junior Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02).

Adequate Protection. Each Second Priority AgentExcept as expressly provided in this Agreement (including, on behalf without limitation, Section 6.1), nothing in this Agreement shall limit the rights of itself any Agent and each applicable Second Priority the Secured Party, agrees that none of them shall contest (Parties represented thereby from seeking or support any other Person contesting) (a) any request by any First Lien Agent or Senior Lenders for requesting adequate protection or (b) any objection by any First Lien Agent or Senior Lenders with respect to any motion, relief, action or proceeding based on such First Lien Agent’s or their interests in the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request including adequate protection in the form of a replacement Lien on such cash payment, periodic cash payments, cash payments of interest, additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing collateral or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (iia) in the event that any Second Junior Priority Agent, on behalf of itself or any applicable Second of the Junior Priority Secured PartyCreditors represented thereby, seeks or requests adequate protection in respect of the Junior Priority Obligations and such adequate protection is granted in the form of additional collateralcollateral comprising assets of the type of assets that constitute Collateral, then such Second each Junior Priority Agent, on behalf of itself or each such Second and the Junior Priority Secured PartyCreditors represented thereby, agrees that the First Lien Agents each Senior Priority Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Priority Obligations and that any Lien on such additional collateral securing the Second Junior Priority Claims Obligations shall be subordinated subordinate to the Liens any Lien on such collateral securing the Senior Lender Claims Priority Obligations and (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Priority Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that each other Senior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Secured Parties represented thereby, and that any such DIP Financing Lien on such collateral securing such Senior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Senior Priority Obligations (except as may be separately otherwise agreed in writing by and all Obligations relating thereto) between or among any applicable Senior Priority Agents, in each case on behalf of itself and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementSecured Parties represented thereby).

Adequate Protection. Each Second Priority AgentExcept to the extent expressly provided in Section 6.1, on behalf nothing in this Agreement shall limit the rights of itself and each applicable Second Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by any First Lien the ABL Agent or Senior Lenders for adequate protection or and the ABL Lenders, (b) the Note Agent and the Noteholder Secured Parties, or (c) any objection by Additional Agent and any First Lien Agent Additional Creditors, respectively, from seeking or Senior Lenders requesting adequate protection with respect to any motion, relief, action or proceeding based on such First Lien Agent’s or their interests in the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request including adequate protection in the form of a replacement Lien on such cash payment, periodic cash payments, cash payments of interest, additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing collateral or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (iia) in the event any Second Priority that the ABL Agent, on behalf of itself or any applicable Second Priority Secured Partyof the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateralcollateral comprising assets of the type of assets that constitute Note Priority Collateral, then such Second Priority the ABL Agent, on behalf of itself or and each such Second Priority Secured Partyof the ABL Lenders, agrees that the First Lien Agents Note Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Note Obligations and that any Lien on such additional collateral securing the Second Priority Claims ABL Obligations shall be subordinated subordinate to the Liens any Lien on such collateral securing the Senior Lender Claims Note Obligations, (b) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Note Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that any Additional Agent shall also be granted a senior Lien on such collateral as security for the Additional Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Additional Obligations (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders), (c) in the event that the Note Agent, on behalf of itself or any of the Noteholder Secured Parties, seeks or requests adequate protection in respect of the Note Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Note Agent, on behalf of itself and each of the Noteholder Secured Parties, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Note Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations and (d) in the event that any Additional Agent, on behalf of itself or any Additional Creditor, seeks or requests adequate protection in respect of the Additional Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional Agent, on behalf of itself and any Additional Creditor represented thereby, agrees that the ABL Agent shall also be granted a senior Lien on such DIP Financing (collateral as security for the ABL Obligations and all that any Lien on such collateral securing the Additional Obligations relating thereto) and any other Liens granted shall be subordinate to the Senior Lenders as adequate protection Lien on the same basis as the other Liens such collateral securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementABL Obligations.

Adequate Protection. Each Second Priority AgentThe Subordinated Holder Representative and the other Subordinated Holders agree that they shall not object to, on behalf of itself and each applicable Second Priority Secured Partycontest, agrees that none of them shall contest (or support any other Person objecting to or contesting) , (a) any request by any First Lien the Senior Agent or the Senior Lenders First Priority Secured Parties for adequate protection or any adequate protection provided to the Senior Agent or the other Senior First Priority Secured Parties, (b) any objection by any First Lien the Senior Agent or any other Senior Lenders First Priority Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts to the Senior Agent or any other Senior First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding anything to the foregoingcontrary in this Agreement, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Priority Secured Parties (or any subset thereofof them) are granted adequate protection in the form of additional collateral or super priority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 collateral, and the Senior First Priority Secured Parties do not object to the adequate protection being provided to them, then the Subordinated Holder Representative and any of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) Subordinated Holders may seek or request accept adequate protection solely in the form of (A) a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims Indebtedness and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are Subordinated Indebtedness is so subordinated to the Liens securing Senior Lender Claims Indebtedness under this Agreement and (B) agrees super priority claims junior in all respects to the super priority claims granted to the Senior First Priority Secured Parties; provided, however, that it will not seek or requestthe Subordinated Holder Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and will not acceptthe Subordinated Holders, adequate protection in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other form, property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event any Second Priority Agentthe Subordinated Holder Representative, on behalf of itself or any applicable Second Priority Secured Partyand the Subordinated Holders, seeks or requests accepts adequate protection in accordance with clause (a) above and such adequate protection is granted in the form of additional collateral, then such Second Priority Agentthe Subordinated Holder Representative, on behalf of itself or each such Second Priority Secured Partyany of the Subordinated Holders, agrees that the First Lien Agents Senior Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Indebtedness and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Subordinated Indebtedness shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Indebtedness and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders First Priority Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second Priority Claims Subordinated Indebtedness are so subordinated to such Liens securing Senior Lender Claims Indebtedness under this Agreement. The Subordinated Holder Representative, on behalf of itself and the Subordinated Holders, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection without the prior written consent of the Senior Agent.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which Lien or superpriority claim is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or requestAgreement, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted in the form of additional or replacement collateral, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this AgreementAgreement and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a super-priority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a super-priority claim, which super-priority claim shall be senior to the super-priority claim of the Second Priority Debt Parties.

Adequate Protection. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) Except as expressly provided in this Agreement (including Section 6.01 and this Section 6.09), nothing in this Agreement shall limit the rights of any request by any First Lien Agent and the Secured Parties represented thereby from seeking or Senior Lenders for requesting adequate protection or (b) any objection by any First Lien Agent or Senior Lenders with respect to any motion, relief, action or proceeding based on such First Lien Agent’s or their interests in the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted including adequate protection in the form of payments, periodic cash payments, cash payments of interest, additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, otherwise; provided that (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (iia) in the event that any Second Junior Priority Agent, on behalf of itself or any applicable Second of the Junior Priority Secured PartyCreditors represented thereby, seeks or requests adequate protection in respect of the relevant Junior Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateral, then such Second each Junior Priority Agent, on behalf of itself or each such Second and the Junior Priority Secured PartyCreditors represented thereby, agrees that the First Lien Agents (i) each Senior Priority Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Priority Obligations owing to such Senior Priority Agent and any such DIP Financing the Senior Priority Secured Parties represented thereby, and that any Lien on such additional collateral securing the Second Junior Priority Claims Obligations shall be subordinated junior to the Liens any Lien on such collateral securing the Senior Lender Claims Priority Obligations and (ii) each other Junior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Junior Priority Obligations owing to such other Junior Priority Agent and the Junior Priority Secured Parties represented thereby, and that any such DIP Financing Lien on such collateral securing such Junior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Junior Priority Obligations (except as may be separately otherwise agreed in writing by and all between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby), and (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Priority Obligations relating theretoand such adequate protection is granted in the form of a Lien on additional collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that (i) each other Senior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Secured Parties represented thereby, and that any such Lien on such collateral securing such Senior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Senior Priority Obligations (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby) and any other Liens (ii) each Junior Priority Agent shall also be granted to a junior Lien on such collateral as security for the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Junior Priority Claims are so subordinated Obligations owing to such Liens other Junior Priority Agent and the Junior Priority Secured Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be junior to each Lien on such collateral securing Senior Lender Claims under this AgreementPriority Obligations.

Adequate Protection. Each The Second Priority Lien Collateral Agent, on behalf of itself and each applicable the Second Priority Lien Secured PartyParties, agrees that none of them shall contest (or support any other Person person contesting) (a) any request by any the First Lien Collateral Agent or Senior Lenders the First Lien Secured Parties for adequate protection or protection, (b) any objection by any the First Lien Collateral Agent or Senior Lenders the First Lien Secured Parties to any motion, relief, action or proceeding based on such the First Lien Agent’s Collateral Agent or the Senior Lenders’ First Lien Secured Parties claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts to the First Lien Collateral Agent or any other First Lien Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoingforegoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Lawcollateral, then each the Second Priority Lien Collateral Agent, on behalf of itself and or any applicable of the Second Priority Lien Secured PartyParties, (A) may seek or request adequate protection in the form of (x) a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Lien Obligations are so subordinated to the Liens securing Senior Lender Claims First Lien Obligations under this Agreement and (By) agrees superpriority claims junior in all respects to the superpriority claims granted to the First Lien Secured Parties, provided, however, that it will not seek or requestthe Second Lien Collateral Agent shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and will not acceptthe Second Lien Secured Parties, adequate protection in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other form, property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) not in limitation of Section 6.1, in the event any the Second Priority Lien Collateral Agent, on behalf of itself or any applicable and the Second Priority Lien Secured PartyParties, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then such the Second Priority Lien Collateral Agent, on behalf of itself or each such and the Second Priority Lien Secured PartyParties, agrees that the First Lien Agents Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Lien Obligations and for any such DIP Financing provided by the First Lien Secured Parties and that any Lien on such additional collateral securing the Second Priority Claims Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Lien Obligations and any such DIP Financing provided by the First Lien Secured Parties (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Lenders First Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Lien Obligations are so subordinated to such Liens securing Senior Lender Claims First Lien Obligations under this Agreement. In addition, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, agrees that none of them shall seek or request adequate protection in the form of current payments of interest in cash in connection with any DIP Financing.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protection, or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw (other than in a role of DIP Financing provider), then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional or replacement collateral, which (A) Lien or superpriority claim is subordinated to the Liens securing the or claims with respect to all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any superpriority claim is subordinated to all claims of the Senior Secured Parties on the same basis as the other formclaims of the Second Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted in the form of additional or replacement collateral, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the claims of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent the Senior Collateral Agent, the Senior Representatives or the Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by any First Lien Agent the Senior Collateral Agent, the Senior Representatives or the Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien the Senior Collateral Agent’s or the any Senior Lenders’ Representative’s or Senior Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of the Senior Collateral Agent, any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw and the Senior Collateral Agent and the other Senior Secured Parties do not object to the adequate protection being provided to the Senior Secured Parties, then the each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents Senior Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement.

Adequate Protection. Each Second Priority (i) The ABL Collateral Agent, on behalf of itself and each applicable Second Priority the ABL Secured PartyParties and the Notes Collateral Agent, agrees on behalf of itself and the Notes Secured Parties, agree that none of them shall contest (or support any other Person person contesting) (ai) any request by any First Lien the Term Collateral Agent or Senior Lenders the Term Secured Parties for adequate protection with respect to any TL Priority Collateral or (bii) any objection by any First Lien the Term Collateral Agent or Senior Lenders the Term Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s the Term Collateral Agent or the Senior Lenders’ Term Secured Parties claiming a lack of adequate protectionprotection with respect to the TL Priority Collateral. Notwithstanding the foregoingforegoing provisions in this Section 2.5(c), in any Insolvency or Liquidation Proceeding, (iA) if the Senior Lenders Term Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting TL Priority Collateral in connection with any DIP Financing Financing, then the ABL Collateral Agent, on behalf of itself or use of cash collateral under Section 363 or Section 364 of Title 11 any of the United States Code or any similar Bankruptcy Law, then each Second Priority ABL Secured Parties and the Notes Collateral Agent, on behalf of itself and any applicable Second Priority the Notes Secured PartyParties, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is of the ABL Collateral Agent will be subordinated to the Liens securing the Senior Lender Claims Term Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens on TL Priority Collateral securing the Second Priority Claims ABL Obligations are so subordinated to the Liens securing Senior Lender Claims Term Obligations under this Agreement and which Lien of the Notes Collateral Agent will be subordinated to the Liens securing the Term Obligations, such DIP Financing (Band all obligations relating thereto) agrees that it will not seek or request, and will not accept, adequate protection in any the ABL Obligations on the same basis as the other formLiens on TL Priority Collateral securing the Notes Obligations are so subordinated to the Term Obligations and ABL Obligations under this Agreement, and (iiB) in the event any Second Priority the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties or any applicable Second Priority the Notes Collateral Agent, on behalf of itself and the Notes Secured PartyParties, seeks seek or requests request adequate protection in respect of TL Priority Collateral securing ABL Obligations or the Notes Obligations, as applicable, and such adequate protection is granted in the form of additional collateralcollateral in the nature of assets constituting TL Priority Collateral, then such Second Priority the ABL Collateral Agent, on behalf of itself or each such Second Priority any of the ABL Secured PartyParties and the Notes Collateral Agent, agrees on behalf of itself and the Notes Secured Parties, agree that the First Lien Agents Term Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Term Obligations and for any such DIP Financing provided by the Term Secured Parties and that any Lien on such additional collateral securing the Second Priority Claims ABL Obligations and the Notes Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Term Obligations and any such DIP Financing provided by the Term Secured Parties (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Lenders Term Secured Parties as adequate protection on the same basis as the other Liens on TL Priority Collateral securing the Second Priority Claims ABL Obligations and the Notes Obligations are so subordinated to such Liens securing Senior Lender Claims Term Obligations under this Agreement.

Adequate Protection. Each Second Priority Agent, on behalf of itself and each the applicable Second Priority Secured PartyLenders, agrees that none of them shall contest (or support any other Person contesting) (a) any request by any First Lien the Credit Agent or Senior the First Priority Lenders for adequate protection or (b) any objection by any First Lien the Credit Agent or Senior the First Priority Lenders to any motion, relief, action or proceeding based on such First Lien Agent’s the Credit Agent or the Senior Lenders’ First Priority Lenders claiming a lack of adequate protection. Notwithstanding the foregoingforegoing contained in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior First Priority Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and or any of the applicable Second Priority Secured PartyLenders, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is Lien, if any, shall be subordinated to the Liens securing the Senior Lender First Priority Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender First Priority Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other formAgreement, and (ii) in the event any a Second Priority Agent, on behalf of itself or any applicable and the Second Priority Secured PartyLenders, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agent, on behalf of itself or each such any of the applicable Second Priority Secured PartyLenders, agrees that the First Lien Agents Credit Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender First Priority Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender First Priority Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior First Priority Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender First Priority Claims under this Agreement.

Adequate Protection. Each Second Priority AgentExcept to the extent expressly provided in Section 6.1 and this Section 6.9, on behalf nothing in this Agreement shall limit the rights of itself any Agent and each applicable Second Priority Secured Party, agrees that none of them shall contest (the Creditors represented thereby from seeking or support any other Person contesting) (a) any request by any First Lien Agent or Senior Lenders for requesting adequate protection or (b) any objection by any First Lien Agent or Senior Lenders with respect to any motion, relief, action or proceeding based on such First Lien Agent’s or their interests in the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted including adequate protection in the form of additional liens, superpriority or other administrative claims, cash payments, periodic cash payments, cash payments of interest, fees or expenses, additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, otherwise; provided that (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (iia) in the event that any Second Junior Priority Agent, for and on behalf of itself or any applicable Second of the Junior Priority Secured PartyCreditors represented thereby, seeks or requests adequate protection in respect of any Junior Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateralcollateral comprising assets of the type of assets that constitute Collateral, then such Second each Junior Priority Agent, for and on behalf of itself or each such Second and the Junior Priority Secured PartyCreditors represented thereby, agrees that the First Lien Agents each Senior Priority Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Priority Obligations and that any Lien on such additional collateral securing the Second Junior Priority Claims Obligations shall be subordinated subordinate to the Liens any Lien on such collateral securing the Senior Lender Claims Priority Obligations; (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that each other Senior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Creditors represented thereby, and that any such DIP Financing Lien on such collateral securing such Senior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Senior Priority Obligations (except as may be separately otherwise agreed in writing by and all Obligations relating thereto) between or among any applicable Senior Priority Agents, in each case on behalf of itself and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementCreditors represented thereby.

Adequate Protection. Each Second Priority AgentJunior Representative, for itself and on behalf of itself and each applicable Second Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or in any form, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s any claims by a Senior Representative or the Senior Lenders’ claiming Secured Party of a lack of adequate protectionprotection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentence. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw and/or a superpriority administrative claim, then each Second Priority AgentJunior Representative, for itself and on behalf of itself and each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any applicable Second Priority Senior Secured Party, (A) may seek or request adequate protection in the form of (as applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens securing the and granted as adequate protection for all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Junior Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or request, which superpriority claim is junior and will not accept, subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other formproperty having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, and (ii) in the event any Second Priority AgentJunior Representatives, for themselves and on behalf of itself the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or any applicable Second Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of a Lien on additional collateralor replacement collateral and/or a superpriority administrative claim, then such Second Priority AgentJunior Representatives, for themselves and on behalf of itself or each such Second Junior Priority Secured PartyDebt Party under their Junior Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as security adequate protection for the applicable Senior Lender Claims and any such DIP Financing Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral securing granted as adequate protection for the Second Junior Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Junior Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Second Priority AgentThe Trustee, on behalf of itself and each applicable Second Priority Secured Partythe Noteholders, agrees that none of them shall contest (or support any other Person contesting) (a) any request by any First Lien the Senior Agent or the Senior Lenders for adequate protection or (b) any objection by any First Lien the Senior Agent or the Senior Lenders to any motion, relief, action or proceeding based on such First Lien Agent’s the Senior Agent or the Senior Lenders’ Lenders claiming a lack of adequate protection. Notwithstanding the foregoingforegoing contained in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of its cash collateral under Section section 363 or Section section 364 of Title 11 of the United States Code or any similar Bankruptcy LawCode, then each Second Priority Agentthe Trustee, on behalf of itself and or any applicable Second Priority Secured Partyof the Noteholders, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Noteholder Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other formAgreement, and (ii) in the event any Second Priority Agentthe Trustee, on behalf of itself or any applicable Second Priority Secured Partyand the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agentthe Trustee, on behalf of itself or each such Second Priority Secured Partyany of the Noteholders, agrees that the First Lien Agents Senior Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Noteholder Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Noteholder Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each Second Priority AgentExcept to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on behalf of itself the one hand, and each applicable Second Priority Secured Partythe Term Agent and the Term Lenders, agrees that none of them shall contest (on the other hand, from seeking or support any other Person contesting) (a) any request by any First Lien Agent or Senior Lenders for requesting adequate protection or (b) any objection by any First Lien Agent or Senior Lenders with respect to any motion, relief, action or proceeding based on such First Lien Agent’s or their respective interests in the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request including adequate protection in the form of a replacement Lien on such cash payment, periodic cash payments, cash payments of interest, additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing collateral or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (iia) in the event any Second Priority that the ABL Agent, on behalf of itself or any applicable Second Priority Secured Partyof the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateralcollateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such Second Priority collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and each such Second Priority Secured Partyof the Term Lenders, agrees that the First Lien Agents ABL Agent shall also be granted have the right to seek or request a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing ABL Obligations and that any Lien on such additional collateral securing the Second Priority Claims Term Obligations shall be subordinated subordinate to the Liens Lien on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementABL Obligations.

Adequate Protection. Each Second Priority AgentThe Trustee, on behalf of itself and each applicable Second Priority Secured Partythe other Note Parties, agrees that none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (a) any request by any First Lien the Collateral Agent or Senior Lenders the Lender Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments (b) any objection by any First Lien the Collateral Agent or Senior Lenders any other Lender Parties to any motion, relief, action or proceeding which objection is based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of such adequate protectionprotection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoing, in In any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (Trustee and the Note Parties may request, accept or any subset thereof) are granted retain adequate protection only in the form of (i) a replacement Lien on additional collateral collateral, subordinated to the Liens thereon (if any) securing the Lender Obligations on the same basis as the other Liens securing the Note Obligations are so subordinated to the Lender Obligations under this Agreement and (ii) superpriority claims junior in connection with any DIP Financing or use all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of cash collateral under Section 363 or Section 364 of Title 11 of all such payments in accordance therewith, Adequate Protection Payments. In the United States Code event the Trustee or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request other Note Party receives adequate protection in the form of a replacement Lien on such additional collateral, collateral as to which there is no Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, and/or adequate protection in any other form, and (ii) in the event any Second Priority Agent, on behalf of itself or any applicable Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collaterala superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then such Second Priority Agent, on behalf any Proceeds of itself or each such Second Priority Secured Party, agrees that the First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and other realization upon any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims or claim shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders applied in accordance with Section 4.01 as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreementif Proceeds of Common Collateral.

Adequate Protection. Each Second The Junior Priority AgentRepresentative, on behalf of itself and each applicable Second the Junior Priority Secured PartyParties, agrees that none of them shall contest (object to, contest, or support any other Person contesting) objecting to or contesting (a) any request by any the First Lien Agent Priority Representative or Senior Lenders the First Priority Secured Parties for adequate protection or any adequate protection provided to the First Priority Representative or the First Priority Secured Parties, (b) any objection by the First Priority Representative or any First Lien Agent or Senior Lenders Priority Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses, costs, charges or other amounts to the First Priority Representative or any First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoinganything contained in this Section 5.4 and in Section 5.2(b) (but subject to all other provisions of this Agreement, including Sections 5.2(a) and 5.3), in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of that includes additional collateral (with replacement Liens on such additional collateral) in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Lawcollateral, then each Second in connection with any such DIP Financing or use of cash collateral the Junior Priority AgentRepresentative, on behalf of itself and any applicable Second of the Junior Priority Secured PartyParties, (A) may seek or request accept adequate protection in the form consisting solely of a replacement Lien on such the same additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and (x) such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and all such subordination will not alter in any manner the terms of this Agreement) and (y) the First Priority Obligations relating thereto) on the same basis as the other Liens securing the Second Junior Priority Claims Obligations are so subordinated to the Liens securing Senior Lender Claims First Priority Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second the Junior Priority AgentRepresentative, on behalf of itself or any applicable Second and the Junior Priority Secured PartyParties, seeks or requests accepts adequate protection and such adequate protection is granted in accordance with clause (i) above in the form of additional collateral, then such Second the Junior Priority AgentRepresentative, on behalf of itself or each such Second any of the Junior Priority Secured PartyParties, agrees that the First Lien Agents Priority Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Junior Priority Claims Obligations shall be subordinated to (A) the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all First Priority Obligations relating thereto) and any other Liens granted to the Senior Lenders First Priority Secured Parties as adequate protection on the same basis as terms that the other Liens securing the Second Junior Priority Claims Obligations are so subordinated to such First Priority Obligations under this Agreement and (B) (x) the Liens on such collateral securing such DIP Financing (and all obligations relating thereto), (y) any “carve-out” agreed to by the First Priority Representative or the First Priority Secured Parties and (z) in the case of any Insolvency Proceeding outside the United States, any administrative or other charges granted in any Insolvency Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the First Priority Secured Parties, in the case of each of clauses (B) (x), (y) and (z), with such subordination to be on the same terms as the Liens securing Senior Lender Claims under the First Priority Obligations are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement). The Junior Priority Representative, on behalf of itself and the Junior Priority Secured Parties, agrees that except as expressly set forth in this Section 5.4, and except for adequate protection in the form of access to information to the extent such access is also made available to the First Priority Representative on behalf of itself and the First Priority Secured Parties, none of them shall seek or accept adequate protection without the prior written consent of the First Priority Representative.

Adequate Protection. Each The Second Priority Lien Agent, for itself and on behalf of itself and each applicable the Second Priority Lien Secured PartyParties, agrees that none of them it shall contest (not contest, or support any other Person person contesting) , (a) any request by any the First Lien Agent or Senior Lenders any other First Lien Secured Party for adequate protection in any form or (b) any objection by any the First Lien Agent or Senior Lenders any other First Lien Secured Party to any motion, relief, action or proceeding based on the First Lien Agent or such First Lien AgentSecured Party’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any Bankruptcy Law, then each the Second Priority Lien Agent, for itself or on behalf of itself and any applicable Second Priority Lien Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim (as applicable), which Lien or superpriority claim is junior and subordinated to the Liens securing securing, and claims with respect to, the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Lien Obligations are so junior and subordinated to the Liens securing Senior Lender Claims securing, and the claims with respect to, the First Lien Obligations under this Agreement and (B) agrees that it will not seek or request, and will not acceptwithout the consent of the First Lien Agent or as otherwise set forth in this Section 6.3, adequate protection in any other form, and (ii) in the event any that the Second Priority Lien Agent, for itself or on behalf of itself or any applicable Second Priority Lien Secured Party, seeks or requests is granted adequate protection and such adequate protection is granted in the form of a Lien on additional collateralor replacement collateral and/or a superpriority administrative claim, then such the Second Priority Lien Agent, for itself or on behalf of itself or each such Second Priority Lien Secured Party, agrees that the First Lien Agents Agent shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims First Lien Obligations and any such DIP Financing and/or a superpriority administrative claim (as applicable), and that any Lien on such additional or replacement collateral securing the Second Priority Claims Lien Obligations and/or superpriority claim shall be junior and subordinated to the Liens on such collateral securing securing, and the Senior Lender Claims claims with respect to, the First Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First Lien Secured Parties as adequate protection on the same basis as the other Liens securing securing, and claims with respect to, the Second Priority Claims Lien Obligations are so junior and subordinated to such Liens securing Senior Lender Claims and claims with respect to the First Lien Obligations under this Agreement. Without limiting the generality of the foregoing, to the extent that the First Lien Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Lien Agent and the Second Lien Secured Parties shall not be prohibited from seeking and accepting adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the First Lien Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Lien Secured Parties.

Adequate Protection. Each Second Priority AgentExcept to the extent expressly provided in Section 6.1, on behalf nothing in this Agreement shall limit the rights of itself and each applicable Second Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by any First Lien the ABL Agent or Senior and the ABL Lenders for adequate protection or (b) any objection by Cash Flow Collateral Agent and any First Lien Agent Cash Flow Collateral Secured Parties, respectively, from seeking or Senior Lenders requesting adequate protection with respect to any motion, relief, action or proceeding based on such First Lien Agent’s or their interests in the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, fees, charges, or expenses, additional or replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing claims or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (iia) in the event any Second Priority that the ABL Agent, on behalf of itself or any applicable Second Priority Secured Partyof the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateralcollateral comprising assets of the type of assets that constitute Cash Flow Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Cash Flow Collateral Agents shall each also be granted a senior Lien on such Second collateral as security for their respective Cash Flow Collateral Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Cash Flow Collateral Obligations (except as may be separately otherwise agreed in writing by, and solely as between, any Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders, with respect to the Cash Flow Priority Collateral) and (b) in the event that any Cash Flow Collateral Agent, on behalf of itself or any of the Cash Flow Collateral Secured Parties represented thereby, seeks or requests adequate protection in respect of its and their respective Cash Flow Collateral Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Cash Flow Collateral Agent, on behalf of itself and each such Second Priority of the Cash Flow Collateral Secured PartyParties represented thereby, agrees that the First Lien Agents ABL Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing ABL Obligations and that any Lien on such additional collateral securing the Second Priority Claims such Cash Flow Collateral Obligations shall be subordinated subordinate to the Liens Lien on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementABL Obligations.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest (or support any other Person contesting) person objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured Party, Debt Party under its Second Priority Debt Facility (Ax) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (By) agrees that it will not seek or request, and will not accept, adequate protection in any other form, form and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement.

Adequate Protection. Each Second Priority AgentThe Trustee, on behalf of itself and each applicable Second Priority Secured Partythe Noteholders, agrees that none of them shall contest (or support any other Person contesting) (a) any request by any First Lien the Administrative Agent or Senior Lenders the other Secured Parties for adequate protection or (b) any objection by any First Lien the Administrative Agent or Senior Lenders the other Secured Parties to any motion, relief, action or proceeding which objection is based on such First Lien Agent’s the Administrative Agent or the Senior Lenders’ other Secured Parties claiming a lack of adequate protection. Notwithstanding the foregoingforegoing contained in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of their cash collateral under Section section 363 or Section section 364 of Title 11 of the United States Code or any similar Bankruptcy LawCode, then each Second Priority Agentthe Trustee, on behalf of itself and or any applicable Second Priority Secured Partyof the Noteholders, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated junior in priority to the Lender Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Noteholder Claims are so subordinated junior in priority to the Liens securing Senior Lender Claims and Lenders Liens under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other formAgreement, and (ii) in the event any Second Priority Agentthe Trustee, on behalf of itself or any applicable Second Priority Secured Partyand the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agentthe Trustee, on behalf of itself or each such Second Priority Secured Partyany of the Noteholders, agrees that the First Lien Agents Secured Parties shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Noteholder Claims shall be subordinated junior in priority to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Noteholder Claims are so subordinated junior in priority to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each The Second Priority Lien Collateral Agent, on behalf of itself and each applicable the Second Priority Secured PartyLien Claimholders, agrees that none of them shall contest (or support any other Person person contesting) (a) any request by any the First Lien Collateral Agent or Senior Lenders the First Lien Claimholders for adequate protection or (b) any objection by any the First Lien Collateral Agent or Senior Lenders the First Lien Claimholders to any motion, relief, action or proceeding based on such the First Lien Agent’s Collateral Agent or the Senior Lenders’ First Lien Claimholders claiming a lack of adequate protection. Notwithstanding the foregoingforegoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawFinancing, then each the Second Priority Lien Collateral Agent, on behalf of itself and or any applicable of the Second Priority Secured PartyLien Claimholders, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Lien Obligations are so subordinated to the Liens securing Senior Lender Claims First Lien Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other formAgreement, and (ii) in the event any the Second Priority Lien Collateral Agent, on behalf of itself or any applicable and the Second Priority Secured PartyLien Claimholders, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then such the Second Priority Lien Collateral Agent, on behalf of itself or each such any of the Second Priority Secured PartyLien Claimholders, agrees that the First Lien Agents Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Lien Obligations and for any such DIP Financing provided by the First Lien Claimholders and that any Lien on such additional collateral securing the Second Priority Claims Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Lien Obligations and any such DIP Financing provided by the First Lien Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Senior Lenders First Lien Claimholders as adequate protection on the same basis as the other Liens securing the Second Priority Claims Lien Obligations are so subordinated to such Liens securing Senior Lender Claims First Lien Obligations under this Agreement.

Adequate Protection. Each The Second Priority AgentRepresentative, on behalf of itself and each applicable the other Second Priority Secured PartyParties, agrees that none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (a) any request by any the First Lien Agent Priority Representative or Senior Lenders the other First Priority Secured Parties for adequate protection or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties or (b) any objection by the First Priority Representative or any other First Lien Agent or Senior Lenders Priority Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoinganything contained in this Section and in Section 5.2(b) (but subject to all other provisions of this Agreement, including, without limitation, Sections 5.2(a) and 5.3), in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Priority Secured Parties (or any subset thereof) are granted adequate protection in the form consisting of additional collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of collateral, and the United States Code or any similar Bankruptcy LawFirst Priority Secured Parties do not object to the adequate protection being provided to them, then each in connection with any such DIP Financing or use of cash collateral the Second Priority AgentRepresentative, on behalf of itself and any applicable of the Second Priority Secured PartyParties, (A) may seek or request accept adequate protection in the form consisting solely of (x) a replacement Lien on such the same additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First Priority Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Obligations are so subordinated to the Liens securing Senior Lender Claims First Priority Obligations under this Agreement and (By) agrees superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that it will not seek or requestthe Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and will not acceptthe Second Priority Secured Parties, adequate protection in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other form, property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event any the Second Priority AgentRepresentative, on behalf of itself or any applicable and the Second Priority Secured PartyParties, seeks or requests accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then such the Second Priority AgentRepresentative, on behalf of itself or each such any of the Second Priority Secured PartyParties, agrees that the First Lien Agents Priority Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First Priority Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims First Priority Obligations under this Agreement. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection without the prior written consent of the First Priority Representative.

Adequate Protection. Each Second Second-Priority AgentRepresentative, on behalf of itself and each applicable Second Second-Priority Secured Party, agrees that none of them shall object or contest (or support any other Person objecting to or contesting) (a) any request by any First Lien the First-Priority Collateral Agent or Senior Lenders the First-Priority Secured Parties for adequate protection or protection, (b) any objection by any First Lien the First-Priority Collateral Agent or Senior Lenders the First-Priority Secured Parties to any motion, relief, action or proceeding based on such First Lien the First-Priority Collateral Agent’s or the Senior LendersFirst-Priority Secured Parties’ claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of the First-Priority Collateral Agent, any First-Priority Representative or any other First-Priority Secured Party under Section 506(b) or 506(c) of Title 11 of the United States Code or any similar provisions of any other Bankruptcy Law. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First-Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Second-Priority AgentRepresentative, on behalf of itself and any applicable Second Second-Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First-Priority Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Second-Priority Claims Obligations are so subordinated to the Liens securing Senior Lender Claims First-Priority Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Second-Priority AgentRepresentative, on behalf of itself or any applicable Second Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Second-Priority AgentRepresentative, on behalf of itself or each such Second Second-Priority Secured Party, agrees that the First Lien Agents First-Priority Representatives shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First-Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Second-Priority Claims Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First-Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First-Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Second Second-Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims First-Priority Obligations under this Agreement.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or requestsuperpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.02).

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or Adequate Protection, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionAdequate Protection, or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection Adequate Protection in the form of additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw (other than in a role of DIP Financing provider), then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, (A) may seek or request adequate protection Adequate Protection in the form of a replacement Lien or superpriority claim on such additional or replacement collateral, which Lien or superpriority claim is subordinated to the Liens securing the or claims with respect to all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests adequate protection request Adequate Protection and such adequate protection Adequate Protection is granted in the form of additional or replacement collateral, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection Adequate Protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement. Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted Adequate Protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, shall not be prohibited from seeking Adequate Protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties.

Adequate Protection. Each Nothing in this Agreement shall affect the rights of any party hereto to seek adequate protection or, except as otherwise provided herein, the rights of any party hereto to object to any motion of any other party hereto seeking adequate protection; provided, that the seeking of such adequate protection does not violate, and is not otherwise inconsistent with, the agreements set forth in SECTION 6.1 above or elsewhere in this SECTION 6.3. The Second Priority Lien Agent, on behalf of itself and each applicable the other Second Priority Secured PartyLien Claimholders, agrees that none of them shall contest (or support any other Person contesting) (a) any request by any the First Lien Agent or Senior Lenders the other First Lien Claimholders for adequate protection in respect of their Liens on Common Collateral or (b) any objection by any the First Lien Agent or Senior Lenders the other First Lien Claimholders to any motion, relief, action or proceeding based on such the First Lien Agent’s Agent or the Senior Lenders’ other First Lien Claimholders claiming a lack of adequate protectionprotection in respect of their Liens on Common Collateral. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Claimholders (or any subset thereof) are granted adequate protection in respect of their Liens on Common Collateral in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar Bankruptcy Law, then each the Second Priority Lien Agent, on behalf of itself and or any applicable of the other Second Priority Secured PartyLien Claimholders, (A) may seek or request adequate protection in respect of their Liens on Common Collateral in the form of a replacement Lien on such additional collateral, which Lien hereby is and shall be deemed to be subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all First Lien Obligations relating thereto) on the same basis as the other Liens on Common Collateral securing the Second Priority Claims Lien Obligations hereby are and shall be deemed to be so subordinated to the Liens on Common Collateral securing Senior Lender Claims the First Lien Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other formAgreement, and (ii) in the event any the Second Priority Lien Agent, on behalf of itself or any applicable and the other Second Priority Secured PartyLien Claimholders, seeks or requests adequate protection in respect of their Liens on Common Collateral and such adequate protection is granted in the form of additional collateral, then such the Second Priority Lien Agent, on behalf of itself or and each such of the other Second Priority Secured PartyLien Claimholders, agrees that (x) the First Second Lien Agents Agent shall also have the right to request that it be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Lien Obligations and any such DIP Financing and that (y) any Lien on such additional collateral securing the Second Priority Claims Lien Obligations shall be subordinated to the Liens granted on such collateral securing the Senior Lender Claims and any such DIP Financing (and all First Lien Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens on Common Collateral securing the Second Priority Claims Lien Obligations are so subordinated to the Liens on Common Collateral securing such Liens securing Senior Lender Claims First Lien Obligations under this Agreement.

Adequate Protection. Each Second Priority AgentRepresentative, on behalf of itself and each applicable the other Second Priority Secured PartyParties represented by it, agrees that that, prior to the First Priority Obligations Payment Date, none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (a) any request by any First Lien Agent Priority Representative or Senior Lenders the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to such First Priority Representative or the other First Priority Secured Parties, (b) any objection by any First Lien Agent Priority Representative or Senior Lenders any other First Priority Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to any First Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Each Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties represented by it, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the foregoingcontrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including Section 5.2(c)(i) and Section 5.3), in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Priority Secured Parties (or any subset thereof) are granted adequate protection in the form consisting of additional collateral (with replacement Liens on such additional collateral) and/or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of with respect to the United States Code or any similar Bankruptcy LawCommon Collateral, and the Second Priority Secured Parties do not object to the adequate protection being provided to the First Priority Secured Parties, then in connection with any such DIP Financing or use of cash collateral each Second Priority AgentRepresentative, on behalf of itself and any applicable of the Second Priority Secured PartyParties, (A) may may, as adequate protection of their interests in the Common Collateral, seek or request accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection in the form consisting solely of (x) a replacement Lien on such the same additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First Priority Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Liens on the Common Collateral are so subordinated to the Liens securing Senior Lender Claims First Priority Obligations under this Agreement and/or (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties; provided, however, that the inability of the Second Priority Secured Parties to receive any such junior replacement Lien or junior superpriority claims shall not affect the agreements and (Bwaivers set forth in this Section 5.4; provided, further, that each Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) agrees that it will not seek or requestof the Bankruptcy Code, on behalf of itself and will not acceptthe Second Priority Secured Parties represented by it, adequate protection in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other form, and property having a value on the effective date of such plan equal to the allowed amount of such claims; (ii) if the First Priority Secured Parties are granted, as adequate protection or otherwise, post-petition interest (in an amount that is equal to or exceeds the pre-default rate) and reasonable fees and expenses of counsel and financial advisors and consultants of any First Priority Representative, then each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties represented by it, may seek or accept, whether as adequate protection or otherwise, and the First Priority Secured Parties shall consent to, and shall not object, contest or support any other Person objecting to or contesting, (x) the payment of post-petition interest (in an amount that is equal to or exceeds the pre-default rate) and (y) the reasonable fees and expenses of counsel and financial advisors and consultants for the Second Priority Representative; (iii) if the First Priority Secured Parties (or any subset thereof) are granted any other adequate protection not described in clauses (i) or (ii) above, then each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties represented by it, may seek or accept, and the First Priority Secured Parties shall consent to and not object, contest or support any other Person objecting to or contesting, the same adequate protection (which, if applicable, shall be junior in all respects to such adequate protection granted to the First Priority Secured Parties); provided, however, in the event any Second Priority AgentRepresentative, on behalf of itself or any applicable and the Second Priority Secured PartyParties represented by it, seeks or requests accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then such Second Priority AgentRepresentative, on behalf of itself or each such any of the Second Priority Secured PartyParties represented by it, agrees that the each First Lien Agents Priority Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First Priority Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims First Priority Obligations under this Agreement. Each Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties represented by it, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral or any payments of post-petition interest, expenses or other amounts in respect of the Second Priority Obligations, in each case, without the prior written consent of the Designated First Priority Representative. None of the Second Priority Representatives or Second Priority Secured Parties shall oppose or seek to challenge any claim by any First Priority Representative or any other First Priority Secured Party for allowance in any Insolvency Proceeding of First Lien Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the First Priority Representatives on behalf of the First Priority Secured Parties on the Common Collateral or any other First Priority Secured Party’s Lien on the Common Collateral, without regard to the existence of the Liens of the Second Priority Representatives or the other Second Priority Secured Parties on the Common Collateral. None of the First Priority Representatives or First Priority Secured Parties shall oppose or seek to challenge any claim by any Second Priority Representative or any other Second Priority Secured Party for allowance in any Insolvency Proceeding of Second Lien Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the Second Priority Representatives on behalf of the Second Priority Secured Parties on the Common Collateral or any other Second Priority Secured Party’s Lien on the Common Collateral, after taking into account the First Priority Obligations.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.3 or in Section 6.1, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or requestsuperpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Second Priority Debt Parties.

Adequate Protection. Each The Second Priority AgentRepresentative, on behalf of itself and each applicable the other Second Priority Secured PartyParties, agrees that none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (ai) any request by any the First Lien Agent Priority Representative or Senior Lenders the First Priority Secured Parties for adequate protection or (bii) any objection by the First Priority Representative or any other First Lien Agent or Senior Lenders Priority Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection or (iii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoinganything contained in this Section and in Section 5.02, in any Insolvency or Liquidation Proceeding, (ix) if the Senior Lenders First Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of collateral, and the United States Code or any similar Bankruptcy LawFirst Priority Secured Parties do not object to the adequate protection being provided to them, then each the Second Priority AgentRepresentative, on behalf of itself and any applicable of the Second Priority Secured PartyParties, (A) may seek or request accept adequate protection solely in the form of (A) a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First Priority Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Obligations are so subordinated to the Liens securing Senior Lender Claims First Priority Obligations under this Agreement and Agreement, (B) agrees that it will accrual (but not seek or request, and will not accept, adequate protection in any other formcurrent payment) of interest on the Second Priority Secured Obligations, and (iiC) payment of reasonable professional fees and expenses of the Second Priority Representative, and (y) in the event any the Second Priority AgentRepresentative, on behalf of itself or any applicable and the Second Priority Secured PartyParties, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such the Second Priority AgentRepresentative, on behalf of itself or each such any of the Second Priority Secured PartyParties, agrees that the First Lien Agents Priority Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Priority Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders First Priority Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims First Priority Obligations under this Agreement.

Adequate Protection. Each Second Junior Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or in any form, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party as adequate protection or otherwise under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Junior Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second each Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement collateral and/or a superpriority claim (as applicable), which (A) Lien is subordinated to the Liens securing all Senior Obligations and all adequate protection Liens granted to the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) Secured Parties, on the same basis as the other Liens securing the Second Junior Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and and/or (B) agrees superpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement; provided that it will not seek or requesteach Junior Priority Debt Party shall have irrevocably agreed, and will not accept, adequate protection pursuant to Section 1129(a)(9) of the Bankruptcy Code in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other formproperty having a value on the effective date of such plan equal to the allowed amount of such claims, and (ii) in the event any Second Junior Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable Second the Junior Priority Secured PartyDebt Parties under their Junior Priority Debt Facilities, seeks or requests are granted adequate protection (in each instance, to the extent such grant is otherwise permissible under the terms and such adequate protection is granted conditions of this Agreement) in the form of a Lien on additional or replacement collateral, then such Second Junior Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Junior Priority Secured PartyDebt Party under their Junior Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as adequate protection and security for the applicable Senior Lender Claims and any such DIP Financing Obligations and that any Lien on such additional or replacement collateral securing and granted as adequate protection with respect to the Second Junior Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Junior Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Junior Priority Debt Parties shall be subject to Section 4.02), and/or (iii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, are granted adequate protection (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then each Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, shall not be prohibited from seeking and accepting adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Priority Debt Parties.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or in any form, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s any claims by a Senior Representative or the Senior Lenders’ claiming Secured Party of a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or otherwise as adequate protection. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw and/or a superpriority administrative claim, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, (A) may seek or request adequate protection in the form of (as applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens securing the and granted as adequate protection for all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or request, which superpriority claim is junior and will not accept, subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other formproperty having a value on the effective date of such plan equal to the allowed amount of such claims, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted in the form of a Lien on additional collateralor replacement collateral and/or a superpriority administrative claim, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted entitled to seek without objection from any Second Priority Debt Party, a senior Lien on such additional or replacement collateral and/or a superpriority administrative claim as security adequate protection for the applicable Senior Lender Claims and any such DIP Financing Obligations, and that any Lien on such additional or replacement collateral securing granted as adequate protection for the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement, and that any superpriority claim granted as adequate protection for the Second Priority Debt Obligations shall be junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties. Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties.

Adequate Protection. Each Second Priority The ABL Facility Collateral Agent, on behalf of itself and each applicable Second Priority the other ABL Facility Secured PartyParties, agrees that none of them shall contest (or support any other Person contesting) (aA) any request by any First Lien the Term Loan Collateral Agent or Senior Lenders the Term Loan Secured Parties for adequate protection or similar protection under any Debtor Relief Law with respect to any Term Loan Priority Collateral, (bB) so long as the request of adequate protection is in the form of a replacement Lien on the ABL Facility Priority Collateral that is junior to the Liens on the ABL Facility Priority Collateral securing the ABL Facility Priority Obligations, any request by the Term Loan Collateral Agent or the Term Loan Secured Parties for adequate protection with respect to any ABL Facility Priority Collateral, or (C) any objection by any First Lien the Term Loan Collateral Agent or Senior Lenders the Term Loan Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s the Term Loan Collateral Agent or the Senior Lenders’ Term Loan Secured Parties claiming a lack of adequate protectionprotection with respect to the Term Loan Priority Collateral. Notwithstanding the foregoingforegoing provisions in this Section 3.5(c), in any Insolvency or Liquidation Proceeding, (iA) if the Senior Lenders Term Loan Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting Term Loan Priority Collateral in connection with any Term Loan DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Lawconstituting Term Loan Priority Collateral, then each Second Priority the ABL Facility Collateral Agent, on behalf of itself and or any applicable Second Priority of the other ABL Facility Secured PartyParties, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims Term Loan Obligations and such Term Loan DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens on Term Loan Priority Collateral securing the Second Priority Claims ABL Facility Obligations are so subordinated to the Liens securing Senior Lender Claims Term Loan Obligations under this Agreement Agreement, and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority the ABL Facility Collateral Agent, on behalf of itself or any applicable Second Priority and the other ABL Facility Secured PartyParties, seeks or requests adequate protection in respect of ABL Facility Obligations and such adequate protection is granted in the form of additional collateralcollateral in the nature of assets constituting Term Loan Priority Collateral, then such Second Priority the ABL Facility Collateral Agent, on behalf of itself or each such Second Priority any of the other ABL Facility Secured PartyParties, agrees that the First Lien Agents Term Loan Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Term Loan Obligations and for any such Term Loan DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims ABL Facility Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Term Loan Obligations and any such Term Loan DIP Financing (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Lenders Term Loan Secured Parties as adequate protection on the same basis as the other Liens on the Term Loan Priority Collateral securing the Second Priority Claims ABL Facility Obligations, as the case may be, are so subordinated to such Liens securing Senior Lender Claims Term Loan Obligations under this Agreement.

Adequate Protection. Each Second Priority The Term Collateral Agent, on behalf of itself and each applicable Second Priority the Term Secured PartyParties, agrees that none of them shall contest (or support any other Person person contesting) (ai) any request by any First Lien the ABL Collateral Agent or Senior Lenders the ABL Secured Parties for adequate protection with respect to any ABL Priority Collateral or (bii) any objection by any First Lien the ABL Collateral Agent or Senior Lenders the ABL Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s the ABL Collateral Agent or the Senior Lenders’ ABL Secured Parties claiming a lack of adequate protectionprotection with respect to the ABL Priority Collateral. Notwithstanding the foregoingforegoing provisions in this Section 3.5(c), in any Insolvency or Liquidation Proceeding, (iA) if the Senior Lenders ABL Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting ABL Priority Collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawFinancing, then each Second Priority the Term Collateral Agent, on behalf of itself and or any applicable Second Priority of the Term Secured PartyParties, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims ABL Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens on ABL Priority Collateral securing the Second Priority Claims Term Obligations are so subordinated to the Liens securing Senior Lender Claims ABL Obligations under this Agreement Agreement, and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority the Term Collateral Agent, on behalf of itself or any applicable Second Priority and the Term Secured PartyParties, seeks or requests adequate protection in respect of ABL Priority Collateral securing Term Obligations and such adequate protection is granted in the form of additional collateralcollateral in the nature of assets constituting ABL Priority Collateral, then such Second Priority the Term Collateral Agent, on behalf of itself or each such Second Priority any of the Term Secured PartyParties, agrees that the First Lien Agents ABL Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims ABL Obligations and for any such DIP Financing provided by the ABL Secured Parties and that any Lien on such additional collateral securing the Second Priority Claims Term Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims ABL Obligations and any such DIP Financing provided by the ABL Secured Parties (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Lenders ABL Secured Parties as adequate protection on the same basis as the other Liens on ABL Priority Collateral securing the Second Priority Claims Term Obligations are so subordinated to such Liens securing Senior Lender Claims ABL Obligations under this Agreement.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (a) object, contest (or support any other Person contesting) objecting to or contesting (ai) any request by the Senior Representative or any First Lien Agent or Senior Lenders Secured Parties for adequate protection or protection, (bii) any objection by the Senior Representative or any First Lien Agent or Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentthe Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (iii) the payment of interest, fees, expenses or other amounts of the Senior Representative or any other Senior Secured Party under Section 506(b) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law or (b) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i1) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateralcollateral or superpriority claim, which Lien or superpriority claim is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii2) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted in the form of additional collateralcollateral or superpriority claims (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents Senior Representative shall also be granted (as applicable) a senior superpriority claim or senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Obligations, and that any Lien on such additional collateral securing the Second Priority Claims Debt Obligations or superpriority claim granted to the Second Priority Debt Parties shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties, or the superpriority claim granted to the Senior Secured Parties, as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current incurred fees and expenses and/or other cash payments, or otherwise with the consent of the Senior Representative, then the Designated Second Priority Representative and the Second Priority Debt Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current incurred fees and expenses and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties. In addition, to the extent the Senior Secured Parties are awarded or otherwise granted an allowed claim in any Insolvency or Liquidation Proceeding with respect to post-petition interest, nothing herein shall prevent the Second Priority Debt Parties from seeking or otherwise asserting a claim for post-petition interest to the extent of the value of the Lien of the Second Priority Debt Parties on the Shared Collateral (after taking into account the Senior Obligations).

Adequate Protection. Each Second Priority AgentRepresentative, on behalf of itself and each applicable the other Second Priority Secured PartyParties represented by it, agrees that that, prior to the First Priority Obligations Payment Date, none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (a) any request by any First Lien Agent Priority Representative or Senior Lenders the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to such First Priority Representative or the other First Priority Secured Parties, (b) any objection by any First Lien Agent Priority Representative or Senior Lenders any other First Priority Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to any First Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Each Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties represented by it, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the foregoingcontrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including Section 5.2(c)(i) and Section 5.3), in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Priority Secured Parties (or any subset thereof) are granted adequate protection in the form consisting of additional collateral (with replacement Liens on such additional collateral) and/or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of with respect to the United States Code or any similar Bankruptcy LawCommon Collateral, and the Second Priority Secured Parties do not object to the adequate protection being provided to the First Priority Secured Parties, then in connection with any such DIP Financing or use of cash collateral each Second Priority AgentRepresentative, on behalf of itself and any applicable of the Second Priority Secured PartyParties, (A) may may, as adequate protection of their interests in the Common Collateral, seek or request accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection in the form consisting solely of (x) a replacement Lien on such the same additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First Priority Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Liens on the Common Collateral are so subordinated to the Liens securing Senior Lender Claims First Priority Obligations under this Agreement and/or (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties; provided, however, that the inability of the Second Priority Secured Parties to receive any such junior replacement Lien or junior superpriority claims shall not affect the agreements and (Bwaivers set forth in this Section 5.4; provided, further, that each Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) agrees that it will not seek or requestof the Bankruptcy Code, on behalf of itself and will not acceptthe Second Priority Secured Parties represented by it, adequate protection in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other form, and property having a value on the effective date of such plan equal to the allowed amount of such claims; (ii) if the First Priority Secured Parties are granted, as adequate protection or otherwise, post-petition interest (in an amount that is equal to or exceeds the pre-default rate) and reasonable fees and expenses of counsel and financial advisors and consultants of any First Priority Representative, then each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties represented by it, may seek or accept, whether as adequate protection or otherwise, and the First Priority Secured Parties shall consent to, and shall not object, contest or support any other Person objecting to or contesting, (x) the payment of post-petition interest at the pre-default rate and (y) the reasonable fees and expenses of counsel and financial advisors and consultants for the Second Priority Representative; (iii) if the First Priority Secured Parties (or any subset thereof) are granted any other adequate protection not described in clauses (i) or (ii) above, then each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties represented by it, may seek or accept, and the First Priority Secured Parties shall consent to and not object, contest or support any other Person objecting to or contesting, the same adequate protection (which, if applicable, shall be junior in all respects to such adequate protection granted to the First Priority Secured Parties); provided, however, in the event any Second Priority AgentRepresentative, on behalf of itself or any applicable and the Second Priority Secured PartyParties represented by it, seeks or requests accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then such Second Priority AgentRepresentative, on behalf of itself or each such any of the Second Priority Secured PartyParties represented by it, agrees that the each First Lien Agents Priority Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First Priority Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims First Priority Obligations under this Agreement. Each Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties represented by it, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral or any payments of post-petition interest, expenses or other amounts in respect of the Second Priority Obligations, in each case, without the prior written consent of the Designated First Priority Representative. None of the Second Priority Representatives or Second Priority Secured Parties shall oppose or seek to challenge any claim by any First Priority Representative or any other First Priority Secured Party for allowance in any Insolvency Proceeding of First Lien Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the First Priority Representatives on behalf of the First Priority Secured Parties on the Common Collateral or any other First Priority Secured Party’s Lien on the Common Collateral, without regard to the existence of the Liens of the Second Priority Representatives or the other Second Priority Secured Parties on the Common Collateral.

Adequate Protection. Each Second Priority AgentThe Trustee, on behalf of itself and each applicable Second Priority Secured Partythe Noteholders, agrees that none of them shall contest (or support any other Person in contesting) (a) any request by any First Lien Agent or any of the Senior Lenders for adequate protection or (b) any objection by any First Lien Agent or any of the Senior Lenders to any motion, relief, action or proceeding based on such First Lien Agent’s any Agent or any of the Senior Lenders’ Lenders claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Agents or the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of its cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawCode, then each Second Priority Agentthe Trustee, on behalf of itself and or any applicable Second Priority Secured Partyof the Noteholders, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims Debt and such DIP Financing (and all Obligations relating theretoobligations secured thereby) on the same basis as the other Liens securing the Second Priority Claims Noteholder Debt are so subordinated to the Liens securing the Senior Lender Claims Debt under this Agreement Agreement, (ii) the Trustee, on behalf of itself and (B) the Noteholders, agrees that it will not seek or request, and will not accept, request adequate protection in any other formrespect of its Liens on the Common Collateral, and (iiiii) in if, notwithstanding the event any Second Priority Agentforegoing, on behalf of itself the Trustee or any applicable Second Priority Secured Party, seeks or requests Noteholder is granted a Lien on additional collateral as adequate protection and such adequate protection is granted in for the form of additional collateralNoteholder Debt, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that but the First Lien Agents shall also be are not granted a senior and prior Lien on the same collateral with respect to the Senior Lender Debt, then until the Senior Lender Termination Date, such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims shall be subordinated assigned to the Liens on such collateral securing Agents for application to the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted Debt to the Senior Lenders as adequate protection same extent and on the same basis terms as proceeds of the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementCommon Collateral.

Adequate Protection. Each Second Priority AgentJunior Representative, for itself and on behalf of itself and each applicable Second Priority Secured PartyJunior Debt Party under its Junior Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protection, or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw (other than in a role of DIP Financing provider), then each Second Priority AgentJunior Representative, for itself and on behalf of itself and any applicable Second Priority Secured Partyeach Junior Debt Party under its Junior Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional or replacement collateral, which (A) Lien or superpriority claim is subordinated to the Liens securing the or claims with respect to all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Second Priority Claims Junior Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any superpriority claim is subordinated to all claims of the Senior Secured Parties on the same basis as the other formclaims of the Junior Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, and (ii) in the event any Second Priority AgentJunior Representatives, for themselves and on behalf of itself the Junior Debt Parties under their Junior Debt Facilities, seek or any applicable Second Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of additional or replacement collateral, then such Second Priority AgentJunior Representatives, for themselves and on behalf of itself or each such Second Priority Secured PartyJunior Debt Party under their Junior Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second Priority Claims Junior Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Junior Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Junior Debt Parties shall be subject to Section 4.02), and (iii) in the event any Junior Representatives, for themselves and on behalf of the Junior Debt Parties under their Junior Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Junior Representatives, for themselves and on behalf of each Junior Debt Party under their Junior Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the claims of the Junior Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Junior Representative, for itself and on behalf of each Junior Debt Party under its Junior Debt Facility, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Debt Parties.

Adequate Protection. Each Second Priority Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent, for itself and on behalf of itself and each applicable Second Priority Junior-Lien Secured PartyParty under its Junior-Lien Debt Facility, agrees that none of them shall contest (object, contest, support or support join with any other Person contesting) objecting to or contesting (a) any request by any First First-Lien Agent Collateral Agent, First-Lien Authorized Representative or Senior Lenders First-Lien Secured Party for adequate protection or protection, (b) any objection by any First First-Lien Agent Collateral Agent, First-Lien Authorized Representative or Senior Lenders First-Lien Secured Party to any motion, relief, action or proceeding based on such First any First-Lien Collateral Agent’s or the Senior Lenders’ any First-Lien Authorized Representative’s or First-Lien Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any First-Lien Collateral Agent, any First-Lien Authorized Representative or any other First-Lien Secured Party. Each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent, on behalf of itself and the other Junior-Lien Secured Parties, further agrees that, prior to the Discharge of First-Lien Obligations, none of them shall (i) assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First-Liens for costs or expenses of preserving or disposing of any Shared Collateral or (ii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code. Notwithstanding the foregoinganything contained in this Section 6.4 or Section 6.2, in any Insolvency or Liquidation Proceeding, (i) the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents and the Junior-Lien Secured Parties may seek, support, accept or retain adequate protection (A) only if the Senior Lenders (or any subset thereof) First-Lien Secured Parties are granted adequate protection that includes replacement liens on additional collateral and superpriority claims and the First-Lien Collateral Agents do not object to the adequate protection being provided to the First-Lien Secured Parties and (B) solely in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A1) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First-Lien Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Junior- Lien Obligations are so subordinated to the Liens securing Senior Lender Claims First-Lien Obligations under this Agreement and (B2) agrees superpriority claims junior in all respects to the superpriority claims granted to the First-Lien Secured Parties; provided, however, that the relevant Junior-Lien Authorized Representative or relevant Junior-Lien Collateral Agent, as applicable, shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Junior-Lien Secured Parties for which it will not seek or requestis acting, and will not accept, adequate protection in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid, under any plan of reorganization under Chapter 11 of the Bankruptcy Code that the First-Lien Secured Parties and First-Lien Agent support, in any combination of cash, debt, equity or other formproperty, and (ii) in the event any Second Priority Junior-Lien Authorized Representative or any Junior-Lien Collateral Agent, on behalf of itself or any applicable Second Priority and the Junior-Lien Secured PartyParties, seeks or requests receives adequate protection and such adequate protection is granted protection, including in the form of additional collateral, then such Second Priority Junior-Lien Authorized Representative or Junior-Lien Collateral Agent, on behalf of itself or each such Second Priority and the Junior-Lien Secured PartyParties, agrees that the First First-Lien Agents Secured Parties shall also be granted have a senior Lien and claim on such additional collateral adequate protection as security for the applicable Senior Lender Claims and any such DIP Financing First- Lien Obligations and that any Lien on such any additional collateral securing the Second Priority Claims Junior-Lien Obligations shall be subordinated to the Liens on such collateral Collateral securing the Senior Lender Claims First-Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First-Lien Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second Priority Claims Junior-Lien Obligations are so subordinated to such Liens securing Senior Lender Claims First-Lien Obligations under this Agreement.

Adequate Protection. Each The Second Priority AgentRepresentative, on behalf of itself and each applicable the other Second Priority Secured PartyParties, agrees that none of them shall contest (object, contest, or support any other Person contesting) objecting to or contesting (a) any request by any the First Lien Agent Priority Representative or Senior Lenders the other First Priority Secured Parties for adequate protection or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties or (b) any objection by the First Priority Representative or any other First Lien Agent or Senior Lenders Priority Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses, costs, charges or other amounts to the First Priority Representative or any other First Priority Secured Party under Section 506(b) of the Bankruptcy Code or otherwise. Notwithstanding the foregoinganything contained in this Section and in Section 5.2(b) (but subject to all other provisions of this Agreement, including, without limitation, Sections 5.2(a) and 5.3), in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Priority Secured Parties (or any subset thereof) are granted adequate protection in the form consisting of additional collateral (with replacement liens on such additional collateral) in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of collateral, and the United States Code or any similar Bankruptcy LawFirst Priority Secured Parties do not object to the adequate protection being provided to them, then each in connection with any such DIP Financing or use of cash collateral the Second Priority AgentRepresentative, on behalf of itself and any applicable of the Second Priority Secured PartyParties, (A) may seek or request accept adequate protection in the form consisting solely of (x) a replacement Lien on such the same additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First Priority Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Obligations are so subordinated to the Liens securing Senior Lender Claims First Priority Obligations under this Agreement and (By) agrees that it will not seek or requestsuperpriority claims under Section 507(b) of the Bankruptcy Code, junior in all respects to the superpriority claims granted to the First Priority Secured Parties under Section 507(b) of the Bankruptcy Code, provided, however, the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and will not acceptthe Second Priority Secured Parties, adequate protection in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other form, property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event any the Second Priority AgentRepresentative, on behalf of itself or any applicable and the Second Priority Secured PartyParties, seeks or requests accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then such the Second Priority AgentRepresentative, on behalf of itself or each such any of the Second Priority Secured PartyParties, agrees that the First Lien Agents Priority Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First Priority Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims First Priority Obligations under this Agreement. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection without the prior written consent of the First Priority Representative.

Adequate Protection. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by any First Lien Agent or Senior Lenders for adequate protection or (b) any objection by any First Lien Agent or Senior Lenders to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority Agent, on behalf of itself or any applicable Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that the First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that none of them shall object to, contest or oppose (or support any other Person contestingobjecting to, contesting or opposing) (a) any request by any First Lien Agent or any Senior Lenders Creditor for adequate protection or protection, (b) any objection by any First Lien Agent or any Senior Lenders Creditor to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protection, or (c) the allowance and/or payment of pre- or post-petition interest, fees, expenses or other amounts to any First Lien Agent or any Senior Creditor under section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (as adequate protection or otherwise). Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Creditors (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar Bankruptcy Lawlaw, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing and providing adequate protection for the Senior Lender Creditor Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Creditor Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority Agent, on behalf of itself or any applicable Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of a Lien on additional collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that the First Lien Agents Agent shall also be granted a senior Lien on such additional collateral as security and adequate protection for the applicable Senior Lender Creditor Claims and any such DIP Financing and that any Lien on such additional collateral securing or providing adequate protection for the Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Creditor Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders Creditors as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Creditor Claims under this Agreement.

Adequate Protection. Each Second Priority Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent, for itself and on behalf of itself and each applicable Second Priority Junior-Lien Secured PartyParty under its Junior-Lien Debt Facility, agrees that none of them shall contest (object, contest, support or support join with any other Person contesting) objecting to or contesting (a) any request by any First First-Lien Agent Collateral Agent, First-Lien Authorized Representative or Senior Lenders First-Lien Secured Party for adequate protection or protection, (b) any objection by any First First-Lien Agent Collateral Agent, First-Lien Authorized Representative or Senior Lenders First-Lien Secured Party to any motion, relief, action or proceeding based on such First any First-Lien Collateral Agent’s or the Senior Lenders’ any First-Lien Authorized Representative’s or First-Lien Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any First-Lien Collateral Agent, any First-Lien Authorized Representative or any other First-Lien Secured Party. Each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent, on behalf of itself and the other Junior-Lien Secured Parties, further agrees that, prior to the Discharge of First-Lien Obligations, none of them shall (i) assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First-Liens for costs or expenses of preserving or disposing of any Shared Collateral or (ii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code. Notwithstanding the foregoinganything contained in this Section 6.4 or Section 6.2, in any Insolvency or Liquidation Proceeding, (i) the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents and the Junior-Lien Secured Parties may seek, support, accept or retain adequate protection (A) only if the Senior Lenders (or any subset thereof) First-Lien Secured Parties are granted adequate protection that includes replacement liens on additional collateral and superpriority claims and the First-Lien Collateral Agents do not object to the adequate protection being provided to the First-Lien Secured Parties and (B) solely in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A1) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First-Lien Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Junior-Lien Obligations are so subordinated to the Liens securing Senior Lender Claims First-Lien Obligations under this Agreement and (B2) agrees superpriority claims junior in all respects to the superpriority claims granted to the First-Lien Secured Parties; provided, however, that the relevant Junior-Lien Authorized Representative or relevant Junior-Lien Collateral Agent, as applicable, shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Junior-Lien Secured Parties for which it will not seek or requestis acting, and will not accept, adequate protection in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid, under any plan of reorganization under Chapter 11 of the Bankruptcy Code that the First-Lien Secured Parties and First-Lien Agent support, in any combination of cash, debt, equity or other formproperty, and (ii) in the event any Second Priority Junior-Lien Authorized Representative or any Junior-Lien Collateral Agent, on behalf of itself or any applicable Second Priority and the Junior-Lien Secured PartyParties, seeks or requests receives adequate protection and such adequate protection is granted protection, including in the form of additional collateral, then such Second Priority Junior-Lien Authorized Representative or Junior-Lien Collateral Agent, on behalf of itself or each such Second Priority and the Junior-Lien Secured PartyParties, agrees that the First First-Lien Agents Secured Parties shall also be granted have a senior Lien and claim on such additional collateral adequate protection as security for the applicable Senior Lender Claims and any such DIP Financing First-Lien Obligations and that any Lien on such any additional collateral securing the Second Priority Claims Junior-Lien Obligations shall be subordinated to the Liens on such collateral Collateral securing the Senior Lender Claims First-Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First-Lien Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second Priority Claims Junior-Lien Obligations are so subordinated to such Liens securing Senior Lender Claims First-Lien Obligations under this Agreement.

Adequate Protection. Each Second Priority The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each applicable Second Priority Secured Partyother Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Loan Documents), agrees that none of them shall (i) oppose, object to or contest (or join with or support any other Person third party opposing, objecting to or contesting) (a) any request by any First the U.S. First-Lien Collateral Agent or Senior Lenders the other First-Lien Creditors for adequate protection in any Insolvency or Liquidation Proceeding (or any granting of such request) or (b) any objection by any First the U.S. First-Lien Collateral Agent or Senior Lenders the other First-Lien Creditors to any motion, relief, action or proceeding based on such First the U.S. First-Lien Agent’s Collateral Agent or the Senior Lenders’ other First-Lien Creditors claiming a lack of adequate protection. Notwithstanding protection or (ii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the foregoingBankruptcy Code with respect to the Collateral, except to the extent that, in the sole discretion of the First-Lien Creditors, the receipt by the Second-Lien Creditors of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the First-Lien Creditors otherwise would be entitled to receive (it being understood that, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Partyevent, (A) may seek or request no adequate protection shall be requested or accepted by the Second-Lien Creditors or by the Second-Lien Collateral Agent on their behalf unless the First-Lien Creditors are satisfied in their sole discretion with the adequate protection afforded to the First-Lien Creditors, and (B) any such adequate protection is in the form of a replacement Lien on the Grantors’ assets, such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims First-Lien Obligations (including any replacement Liens granted in respect of the First-Lien Obligations) and such DIP any Post-Petition Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Second-Lien Obligations are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority Agent, on behalf of itself or any applicable Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that the First First-Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each Second Priority The Trustee and the Parity Lien Collateral Agent, on behalf of itself themselves and each applicable Second Priority Secured Partythe Noteholders, agrees agree that none of them shall contest (or support any other Person contesting) (a) any request by any First the First-Lien Agent or the Senior Lenders for adequate protection that provides for materially equal treatment for the Trustee and the Parity Lien Collateral Agent, on behalf of themselves and the Noteholders, with the same priority relative to the Senior Lender Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding or (b) any objection by any First First-Lien Agent or the Senior Lenders to any motion, relief, action or proceeding based on such First the First-Lien Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Parity Lien Collateral Agent, for itself and on behalf of itself the Trustee, any other agent, trustee or representative for Parity Lien Debt and any applicable Second Priority Secured Partythe Noteholders, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which provided that the Senior Lenders are granted a Lien is on such additional collateral before or at the same time the Noteholders are granted a Lien on such collateral and that such Lien shall be subordinated to the Senior Lenders Liens securing the Senior Lender Claims and such any DIP Financing permitted under Section 6.01 (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Parity Lien Claims are so subordinated to the Liens securing Senior Lender Claims the First-Lien Indebtedness under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority that Parity Lien Collateral Agent, for itself and on behalf of itself the Trustee, any other agent, trustee or any applicable Second Priority Secured Partyrepresentative for Parity Lien Debt and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that the First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Parity Lien Claims, such Liens shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First-Lien Indebtedness and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Parity Lien Claims are so subordinated to such Liens securing the Senior Lender Claims under this AgreementAgreement and such additional collateral shall be included in and be part of the Common Collateral. Except as provided in this Section 6.03, the Parity Lien Collateral Agent, for itself and on behalf of the Trustee, any other agent, trustee or representative for Parity Lien Debt and the Noteholders, further agrees that, without the consent of the First-Lien Agent in its sole discretion, they will not seek or accept any payments of adequate protection or any payments under Bankruptcy Code Section 362(d)(3)(B). Notwithstanding anything to the contrary in this Section 6.03, the Trustee and the Parity Lien Collateral Agent, on behalf of themselves and the Noteholders, may freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of the Senior Lender Claims.

Adequate Protection. Each Second Priority AgentThe Junior Lien Representative, on behalf of itself and each applicable Second Priority Junior Lien Secured Party, agrees in an Insolvency or Liquidation Proceeding that none of them shall object to or contest (or support any other Person contesting) (a) any request by the First Lien Representative or any First Lien Agent or Senior Lenders Secured Party for adequate protection or in any form, (b) any objection by the First Lien Representative or any First Lien Agent or Senior Lenders Secured Party to any motion, relief, action action, or proceeding based on such the First Lien AgentRepresentative’s or the Senior Lenders’ any First Lien Secured Party’s claiming a lack of adequate protection, or (c) the allowance and payment of interest, fees, expenses, or other amounts of the First Lien Representative or any First Lien Secured Party as adequate protection or otherwise under Section 506(b) or (c) of the Bankruptcy Code or any similar provision of any Bankruptcy Law. Notwithstanding If the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative expense claim in connection with any DIP Financing or and/or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any Bankruptcy Law, then each Second Priority Agentthe Junior Lien Representative, for itself and on behalf of itself and any applicable Second Priority the Junior Lien Secured PartyParties, (A) may seek or request adequate protection in the form of (as applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative expense claim, which Lien is and/or superpriority administrative expense claim (as applicable) will be subordinated to the Liens securing or granted as adequate protection for, and claims with respect to, the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations obligations relating thereto) and/or use of cash collateral on the same basis as the other Liens securing and claims with respect to the Second Junior Priority Claims Obligations are so subordinated to the Liens securing Senior Lender Claims and claims with respect to the First Lien Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority Agent, on behalf of itself or any applicable Second Priority Junior Lien Secured Party, Party seeks or requests adequate protection protection, and such adequate protection is granted in the form of (as applicable) a Lien on additional collateralor replacement collateral and/or a superpriority administrative expense claim, then such Second Priority Agent, on behalf of itself or each such Second Priority the Junior Lien Secured Party, agrees Parties agree that the First Lien Agents Representative shall also be granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the applicable Senior Lender Claims and any such DIP Financing First Lien Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional collateral or replacement Collateral securing or providing adequate protection for the Second Junior Priority Claims Obligations and/or superpriority administrative expense claim shall be subordinated to the Liens on such collateral Collateral securing and claims with respect to the Senior Lender Claims First Lien Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens and claims granted to the Senior Lenders First Lien Secured Parties as adequate protection on the same basis as the other Liens securing and claims with respect to the Second Junior Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims and claims with respect to First Lien Obligations under this Agreement. To the extent that the First Lien Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses and/or other cash payments, then the Junior Lien Secured Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the First Lien Secured Parties to object to the allowance and reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Lien Secured Parties.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that none of them shall object to, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Priority Representative or any Senior Lenders Priority Secured Parties for adequate protection or in any form, (b) any objection by any First Lien Agent Senior Priority Representative or any Senior Lenders Priority Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Priority Representative’s or the Senior Lenders’ Priority Secured Party’s claiming a lack of adequate protectionprotection or (c) the allowance and/or payment of pre- and/or post-petition interest, fees, expenses or other amounts of any Senior Priority Representative or any other Senior Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (as adequate protection or otherwise). Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyParty under its Second Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement collateral and/or a superpriority claim (as applicable), which Lien and/or superpriority claim (as applicable) is subordinated to the Liens securing the securing, and claims with respect to, all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) and any other Liens or claims granted to the Senior Priority Secured Parties as adequate protection, on the same basis as the other Liens securing securing, and claims with respect to, the Second Priority Claims Debt Obligations are so subordinated to the Liens securing securing, and claims with respect to, Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyParties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional collateralor replacement collateral and/or a superpriority claim, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyParty under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Priority Representative shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the applicable Senior Lender Claims Obligations and any such DIP Financing and/or a superpriority claim (as applicable) and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Priority Claims Debt Obligations and/or superpriority claim (as applicable) shall be subordinated to the Liens on such collateral securing securing, and claims with respect to, the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens or claims granted to the Senior Lenders Priority Secured Parties as adequate protection on the same basis as the other Liens securing securing, and claims with respect to, the Second Priority Claims Debt Obligations are so subordinated to such Liens securing securing, and claims with respect to, Senior Lender Claims Obligations under this Agreement. Without limiting the generality of the foregoing, to the extent that the Senior Priority Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Priority Secured Parties to object to the amounts of fees and expenses or other cash payments so sought by the Second Priority Secured Parties.

Adequate Protection. Each With respect to each Type of Common Collateral, the Second Priority AgentRepresentative, on behalf of itself and each applicable the other Second Priority Secured PartyParties, agrees that none of them shall contest (object to, contest, or support any other Person objecting to or contesting) , (ai) any request by the First Priority Representative or any other First Lien Agent or Senior Lenders Priority Secured Party for adequate protection with respect to such Common Collateral, including, without limitation, in the form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or other amounts or (bii) any objection by the First Priority Representative or any other First Lien Agent or Senior Lenders Priority Secured Party to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection to the First Priority Secured Parties with respect to such Common Collateral or (iii) the payment of principal, interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise with respect to such Common Collateral. Notwithstanding the foregoinganything contained in this Agreement, (1) in any Insolvency or Liquidation Proceeding, the Second Priority Representative and the other Second Priority Secured Parties, in each case with respect to each Type of Common Collateral, may seek, support, accept or retain adequate protection (iA) only if the Senior Lenders (or any subset thereof) First Priority Secured Parties with respect to such Common Collateral are granted adequate protection that includes Adequate Protection Liens on additional collateral and superpriority claims and such First Priority Secured Parties do not object to the adequate protection being provided to them and (B) solely in the form of (x) Adequate Protection Liens on the same additional collateral in connection with collateral, subordinated to the Adequate Protection Liens granted to the First Priority Representative or any other First Priority Secured Party and the Liens securing any DIP Financing provided by, or use of cash collateral under Section 363 or Section 364 of Title 11 of consented to by (including via non-objection), the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second First Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on Parties with respect to such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) Common Collateral on the same basis as the other Liens securing the Second Priority Claims Liens on such Common Collateral, are so subordinated to the First Priority Liens securing Senior Lender Claims on such Common Collateral under this Agreement Agreement, (y) superpriority claims subordinated (but only to the extent such superpriority claims are satisfied from the proceeds of the Common Collateral on which the First Priority Secured Parties have First Priority Liens) to the superpriority claims granted to the First Priority Secured Parties and (Bz) agrees that it will not seek or request, and will not accept, non-monetary adequate protection that is customarily provided in any other forman Insolvency Proceeding, including, without limitation, in the form of the provision of information and the ability to monitor such Common Collateral and (ii2) with respect to each Type of Common Collateral, in the event any Second Priority AgentSecured Party receives adequate protection in the form of Adequate Protection Liens, then the Second Priority Representative, on behalf of itself or any applicable and the other Second Priority Secured PartyParties, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that (i) consents to the First Lien Agents shall also be granted Priority Representative having a senior Adequate Protection Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing First Priority Obligations and that any Lien on such additional collateral securing Adequate Protection Liens granted to the Second Priority Claims Secured Parties on any additional collateral shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Priority Obligations and any such DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral (and all Obligations obligations relating thereto) and any other Adequate Protection Liens granted to the Senior Lenders as adequate protection First Priority Secured Parties, with such subordination to be on the same basis as terms that the other Second Priority Liens securing are subordinated to such First Priority Liens under this Agreement, and (ii) agrees that, if the bankruptcy court does not grant the First Priority Secured Parties a senior Adequate Protection Lien on such additional collateral, then the Second Priority Claims are Secured Parties shall be deemed to hold and have held their Adequate Protection Lien on such additional collateral for the benefit of the First Priority Secured Parties (and each such Lien so subordinated deemed to such Liens securing Senior Lender Claims under have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1) and, until the First Priority Obligations Payment Date, any distributions in respect of such additional collateral received by the Second Priority Secured Parties shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations. To the extent so authorized by a court of competent jurisdiction, upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by such distributions shall be immediately reinstated in full as though such payment had never occurred.

Adequate Protection. Each Second Priority AgentJunior Representative, for itself and on behalf of itself and each applicable Second Priority Junior Secured PartyParty under its Junior Debt Facility, agrees that none of them shall object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent the Designated Senior Representative, the other Senior Representatives or the Senior Lenders Secured Parties for adequate protection or in any form, (b) any objection by any First Lien Agent the Designated Senior Representative, the other Senior Representatives or the Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentthe Designated Senior Representative’s or the any other Senior Lenders’ Representative’s or Senior Secured Party’s claiming a lack of adequate protectionprotection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of the Designated Senior Representative, any other Senior Representative or any other Senior Secured Party as adequate protection or otherwise under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative expense claim in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Priority AgentJunior Representative, for itself and on behalf of itself and any applicable Second Priority each Junior Secured PartyParty under its Junior Debt Facility, (A) may seek or request adequate protection in the form of (as applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative expense claim, which Lien and/or superpriority administrative expense claim (as applicable) is subordinated to the Liens securing and providing adequate protection for, and claims with respect to, the Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing and claims with respect to the Second Priority Claims Junior Obligations are so subordinated to the Liens securing and claims with respect to the Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentJunior Representatives, for themselves and on behalf of itself the Junior Secured Parties under their Junior Debt Facilities, seek or any applicable Second Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of (as applicable) a Lien on additional collateralor replacement collateral and/or a superpriority administrative expense claim, then such Second Priority AgentJunior Representatives, for themselves and on behalf of itself or each such Second Priority Junior Secured PartyParty under their Junior Debt Facilities, agrees agree that the First Lien Agents Senior Representatives shall also be granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the applicable Senior Lender Claims and any such DIP Financing Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Priority Claims Junior Obligations and/or superpriority administrative expense claim shall be subordinated to the Liens on such collateral securing and claims with respect to the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens and claims granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing and claims with respect to the Second Priority Claims Junior Obligations are so subordinated to such Liens securing and claims with respect to Senior Lender Claims Obligations under this Agreement. Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Junior Representatives, for themselves and on behalf of the Junior Secured Parties under their Junior Debt Facilities, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Secured Parties.

Adequate Protection. (i) Each of (x) if any Additional Second Priority Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself and each applicable the other Second Priority Lien Secured PartyParties and (y) the Revolving Facility Agent, on behalf of itself and the other Revolving Facility Secured Parties, agrees that none of them shall contest (or support any other Person contesting) (ai) any request by any the First Lien Security Agent or Senior Lenders the First Lien Secured Parties for adequate protection or similar protection under any Debtor Relief Law with respect to any Notes Priority Collateral, (bii) so long as the request of adequate protection is in the form of a replacement Lien on the Revolving Facility Priority Collateral that is junior to the Liens on the Revolving Facility Priority Collateral securing the Revolving Facility Priority Obligations, any request by the First Lien Security Agent or the First Lien Secured Parties for adequate protection with respect to any Revolving Facility Priority Collateral, or (iii) any objection by any the First Lien Security Agent or Senior Lenders the First Lien Secured Parties to any motion, relief, action or proceeding based on such the First Lien Agent’s Security Agent or the Senior Lenders’ First Lien Secured Parties claiming a lack of adequate protectionprotection with respect to the Notes Priority Collateral. Notwithstanding the foregoingforegoing provisions in this Section 3.5(c), in any Insolvency or Liquidation Proceeding, (iA) if the Senior Lenders First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting Notes Priority Collateral in connection with any First Lien DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 constituting Notes Priority Collateral, then (x) if any Additional Second Lien Obligations have been issued, each of the United States Code or any similar Bankruptcy Law, then each Second Priority Lien Security Agent, on behalf of itself or any of the other Second Lien Secured Parties, and (y) the Revolving Facility Agent, on behalf of itself or any applicable Second Priority of the other Revolving Facility Secured PartyParties, (A) as the case may be, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims First Lien Obligations and such First Lien DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens on Notes Priority Collateral securing the Second Priority Claims Lien Obligations or Revolving Facility Obligations, as the case may be, are so subordinated to the Liens securing Senior Lender Claims First Lien Obligations under this Agreement Agreement, and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event (x) if any Additional Second Priority Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself or any applicable and the other Second Priority Lien Secured PartyParties and (y) the Revolving Facility Agent, on behalf of itself and the other Revolving Facility Secured Parties, as the case may be, seeks or requests adequate protection in respect of Notes Priority Collateral securing Second Lien Obligations or Revolving Facility Obligations, as the case may be, and such adequate protection is granted in the form of additional collateralcollateral in the nature of assets constituting Notes Priority Collateral, then such each of the Second Priority Lien Security Agent, on behalf of itself or each such any of the other Second Priority Lien Secured PartyParties and the Revolving Facility Agent, on behalf of itself or any of the other Revolving Facility Secured Parties, agrees that the First Lien Agents Security Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Lien Obligations and for any such First Lien DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Lien Obligations or the Revolving Facility Obligations, as the case may be, shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Lien Obligations and any such First Lien DIP Financing (and all Obligations obligations relating thereto) and to any other Liens on such Collateral granted to the Senior Lenders First Lien Secured Parties as adequate protection on the same basis as the other Liens on Notes Priority Collateral securing the Second Priority Claims Lien Obligations or Revolving Facility Obligations, as the case may be, are so subordinated to such Liens securing Senior Lender Claims First Lien Obligations under this Agreement.

Adequate Protection. Each Second Priority (a) The Term Facility Agent, on behalf of itself and each applicable Second Priority the other Term Facility Secured PartyParties, agrees that that, prior to the Revolving Facility Obligations Payment Date, so long as the Revolving Facility Agent and the other Revolving Facility Secured Parties comply with Section 5.4(b), none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (ai) any request by any First Lien the Revolving Facility Agent or Senior Lenders the other Revolving Facility Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the Revolving Facility Agent or the other Revolving Facility Secured Parties or (bii) any objection by any First Lien the Revolving Facility Agent or Senior Lenders any other Revolving Facility Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection in the Common Collateral or (iii) the payment of interest, fees, expenses or other amounts to the Revolving Facility Agent or any other Revolving Facility Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding The Term Facility Agent, on behalf of itself and the foregoingother Term Facility Secured Parties, further agrees that, prior to the Revolving Facility Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the Revolving Facility Liens for costs or expenses of preserving or disposing of any Revolving Facility Priority Collateral. Subject to all other provisions of this Agreement, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Revolving Facility Secured Parties (or any subset thereof) are granted adequate protection in the form consisting of additional collateral that constitutes Revolving Facility Priority Collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any Revolving Facility DIP Financing or use of cash collateral, and the Revolving Facility Secured Parties do not object to the adequate protection being provided to them, then in connection with any such Revolving Facility DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Term Facility Agent, on behalf of itself and any applicable Second of the Term Facility Secured Parties, may, as adequate protection of their interests in the Revolving Facility Priority Secured PartyCollateral, (A) may seek or request accept (and the Revolving Facility Agent and the Revolving Facility Secured Parties shall not object to) adequate protection in the form consisting solely of (x) a replacement Lien on such the same additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims Revolving Facility Obligations and such Revolving Facility DIP Financing (and all Obligations relating thereto) on the same basis as the other Term Facility Liens securing on the Second Revolving Facility Priority Claims Collateral are so subordinated to the Liens securing Senior Lender Claims Revolving Facility Obligations under this Agreement and (By) agrees superpriority claims junior in all respects to the superpriority claims granted to the Revolving Facility Secured Parties, provided, however, that it will not seek or requestthe Term Facility Agent shall have irrevocably agreed, and will not accept, adequate protection in any other form, and (iipursuant to Section 1129(a)(9) in of the event any Second Priority AgentBankruptcy Code, on behalf of itself or and the Term Facility Secured Parties, in any applicable Second Priority Secured Party, seeks or requests adequate protection and stipulation and/or order granting such adequate protection is granted protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the form effective date of additional collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that the First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims shall be subordinated plan equal to the Liens on allowed amount of such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreementclaims.

Adequate Protection. Each Second Priority (i) The Term Collateral Agent, on behalf of itself and each applicable Second Priority the Term Secured PartyParties, agrees and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that none of them shall contest (or support any other Person person contesting) (ai) any request by any First Lien the ABL Collateral Agent or Senior Lenders the ABL Secured Parties for adequate protection with respect to any ABL Priority Collateral or (bii) any objection by any First Lien the ABL Collateral Agent or Senior Lenders the ABL Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s the ABL Collateral Agent or the Senior Lenders’ ABL Se- cured Parties claiming a lack of adequate protectionprotection with respect to the ABL Priority Collateral. Notwithstanding the foregoingforegoing provisions in this Section 3.5(c), in any Insolvency or Liquidation Proceeding, (iA) if the Senior Lenders ABL Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting ABL Priority Collateral in connection with any DIP Financing Financing, then the Term Collateral Agent, on behalf of itself or use of cash collateral under Section 363 or Section 364 of Title 11 any of the United States Code or any similar Bankruptcy LawTerm Secured Parties, then each Second Priority and the Notes Collateral Agent, on behalf of itself and any applicable Second Priority the Notes Secured PartyParties, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is of the Term Collateral Agent will be subordinated to the Liens securing the Senior Lender Claims ABL Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens on ABL Priority Collateral securing the Second Priority Claims Term Obligations are so subordinated to the Liens securing Senior Lender Claims ABL Obligations under this Agreement and which Lien of the Notes Collateral Agent will be subordinated to the Liens securing the ABL Obligations, such DIP Financing (Band all obligations relating thereto) agrees that it will not seek or request, and will not accept, adequate protection in any the Term Obligations on the same basis as the other formLiens on ABL Priority Collateral securing the Notes Obligations are so subordinated to the ABL Obligations and Term Obligations under this Agreement, and (iiB) in the event any Second Priority the Term Collateral Agent, on behalf of itself and the Term Secured Parties, or any applicable Second Priority the Notes Collateral Agent, on behalf of itself and the Notes Secured PartyParties, seeks or requests adequate protection in respect of ABL Priority Collateral securing Term Obligations or the Notes Obligations, as applicable, and such adequate protection is granted in the form of additional collateralcollateral in the nature of assets constituting ABL Priority Collateral, then such Second Priority the Term Collateral Agent, on behalf of itself or each such Second Priority any of the Term Secured PartyParties, agrees and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that the First Lien Agents ABL Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims ABL Obligations and for any such DIP Financing provided by the ABL Secured Parties and that any Lien on such additional collateral securing the Second Priority Claims Term Obligations and the Notes Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims ABL Obligations and any such DIP Financing provided by the ABL Secured Parties (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Lenders ABL Secured Parties as adequate protection on the same basis as the other Liens on ABL Priority Collateral securing the Second Priority Claims Term Obligations and Notes Obligations are so subordinated to such Liens securing Senior Lender Claims ABL Obligations under this Agreement.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that none of them shall object to, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Priority Representative or any Senior Lenders Priority Secured Parties for adequate protection or in any form, (b) any objection by any First Lien Agent Senior Priority Representative or any Senior Lenders Priority Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Priority Representative’s or the Senior Lenders’ Priority Secured Party’s claiming a lack of adequate protectionprotection or (c) the allowance and/or payment of pre- and/or post-petition interest, fees, expenses or other amounts of any Senior Priority Representative or any other Senior Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (as adequate protection or otherwise). Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyParty under its Second Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement collateral and/or a superpriority claim (as applicable), which Lien and/or superpriority claim (as applicable) is subordinated to the Liens securing the securing, and claims with respect to, all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) and any other Liens or claims granted to the Senior Priority Secured Parties as adequate protection, on the same basis as the other Liens securing securing, and claims with respect to, the Second Priority Claims Debt Obligations are so subordinated to the Liens securing securing, and claims with respect to, Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyParties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional collateralor replacement collateral and/or a superpriority claim, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyParty under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Priority Representative shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the applicable Senior Lender Claims Obligations and any such DIP Financing and/or a superpriority claim (as applicable) and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Priority Claims Debt Obligations and/or superpriority claim (as applicable) shall be subordinated to the Liens on such collateral securing securing, and claims with respect to, the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens or claims granted to the Senior Lenders Priority Secured Parties as adequate protection on the same basis as the other Liens securing securing, and claims with respect to, the Second Priority Claims Debt Obligations are so subordinated to such Liens securing securing, and claims with respect to, Senior Lender Claims Obligations under this Agreement. Without limiting the generality of the foregoing, to the extent that the Senior Priority Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Priority Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Secured Parties.

Adequate Protection. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by any First Lien Agent or Senior Lenders for adequate protection or protection, (b) any objection by any First Lien Agent or Senior Lenders to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a lack of adequate protection, or (c) the allowance and/or payment of pre- or post-petition interest, fees, expenses or other amounts of any First Lien Agent or any other Senior Lender under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (as adequate protection or otherwise). Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Lawlaw, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority Agent, on behalf of itself or any applicable Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that the First Lien Agents Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each Second Priority AgentLien Authorized Representative, for itself and on behalf of itself and each applicable its Second Priority Lien Secured PartyParties, agrees that none of them shall object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the First Lien Collateral Agent, any First Lien Agent Authorized Representative or Senior Lenders any First Lien Secured Party for adequate protection or protection, (b) any objection by the First Lien Collateral Agent, any First Lien Agent Authorized Representative or Senior Lenders any First Lien Secured Party to any motion, relief, action or proceeding based on such the First Lien Collateral Agent’s, any First Lien Authorized Representative’s or the Senior Lenders’ any First Lien Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of the First Lien Collateral Agent, any First Lien Authorized Representative or any First Lien Secured Party under Section 506(b) or 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy LawLaw and the First Lien Collateral Agent and the First Lien Secured Parties do not object to the adequate protection being provided to the First Lien Secured Parties, then each Second Priority AgentLien Authorized Representative, for itself and on behalf of itself and any applicable its Second Priority Lien Secured PartyParties, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Lien Obligations are so subordinated to the Liens securing Senior Lender Claims the First Lien Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentLien Authorized Representative, for itself and on behalf of itself or any applicable its Second Priority Lien Secured PartyParties, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority AgentLien Authorized Representative, for itself and on behalf of itself or each such its Second Priority Lien Secured PartyParties, agrees that the First Lien Agents Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Lien Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Lien Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders First Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Lien Obligations are so subordinated to such Liens securing Senior Lender Claims the First Lien Obligations under this Agreement.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, (Ax) may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which Lien is or superpriority claim shall be subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (By) agrees that it will not seek or request, request and will not accept, accept adequate protection in any other form, form and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that it will not contest, object to or support any Person in contesting or objecting to any request by a Senior Representative for adequate protection in the First Lien Agents shall also be granted form of a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notwithstanding the foregoing, any administrative or superpriority claim granted by way of adequate protection may be treated as part of such Second Priority Debt Party’s prepetition claim for purposes of section 1129(a)(9) of the Title 11 of the United States Code and the Borrower shall not be required under such section to pay such claim in cash.

Adequate Protection. Each The Second Priority Lien Agent, on behalf of itself and each applicable the other Second Priority Lien Secured PartyParties, agrees that none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (ai) any request by any the Collateral Agent, the First Lien Agent or Senior Lenders the First Lien Secured Parties for adequate protection or (bii) any objection by any the Collateral Agent, the First Lien Agent or Senior Lenders any other First Lien Secured Parties to any motion, relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection or (iii) the payment of interest, fees, expenses or other amounts to the Collateral Agent or the First Lien Agent or any other First Lien Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoinganything contained in this Section and in Section 5.2, in any Insolvency or Liquidation Proceeding, (ix) the Second Lien Agent and the Second Lien Secured Parties, may seek, support, accept or retain adequate protection (A) only if the Senior Lenders (or any subset thereof) First Lien Secured Parties are granted adequate protection that includes replacement Liens on additional collateral and superpriority claims and the First Lien Secured Parties do not object to the adequate protection being provided to the First Lien Secured Parties and (B) solely in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (Aa) may seek or request adequate protection in the form of a replacement Lien on such Intercreditor Agreement additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Lien Obligations are so subordinated to the Liens securing Senior Lender Claims First Lien Obligations under this Agreement and (Bb) agrees that it will not seek or request, and will not accept, adequate protection superpriority claims junior in any other formall respects to the superpriority claims granted to the First Lien Secured Parties, and (iiy) in the event any the Second Priority Lien Agent, on behalf of itself and the Second Lien Secured Parties, receives adequate protection, including in the form of additional collateral, then the Second Lien Agent, on behalf of itself or any applicable of the Second Priority Lien Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured PartyParties, agrees that the First Lien Agents Secured Parties shall also be granted have a senior Lien and claim on such additional collateral adequate protection as security for the applicable Senior Lender Claims and any such DIP Financing First Lien Obligations and that any Lien on such any additional collateral securing the Second Priority Claims Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First Lien Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second Priority Claims Lien Obligations are so subordinated to such the Liens securing Senior Lender Claims such First Lien Obligations under this Agreement.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw and the Senior Representatives and the other Senior Secured Parties do not object to the adequate protection being provided to the Senior Secured Parties, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted entitled to seek without objection from any Second Priority Debt Party, a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement.

Adequate Protection. Each Second Priority AgentExcept to the extent expressly provided in Section 6.1 and this Section 6.9, on behalf nothing in this Agreement shall limit the rights of itself any Agent and each applicable Second Priority the Secured Party, agrees that none of them shall contest (Parties represented thereby from seeking or support any other Person contesting) (a) any request by any First Lien Agent or Senior Lenders for requesting adequate protection or (b) any objection by any First Lien Agent or Senior Lenders with respect to any motion, relief, action or proceeding based on such First Lien Agent’s or their interests in the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request including adequate protection in the form of a replacement Lien on such cash payment, periodic cash payments, cash payments of interest, additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing collateral or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (iia) in the event that any Second Junior Priority Agent, on behalf of itself or any applicable Second of the Junior Priority Secured PartyCreditors represented thereby, seeks or requests adequate protection in respect of the Junior Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateralcollateral comprising assets of the type of assets that constitute Collateral, then such Second each Junior Priority Agent, on behalf of itself or each such Second and the Junior Priority Secured PartyCreditors represented thereby, agrees that the First Lien Agents (i) each Senior Priority Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Priority Obligations and that any Lien on such additional collateral securing the Second Junior Priority Claims Obligations shall be subordinated subordinate to the Liens any Lien on such collateral securing the Senior Lender Claims Priority Obligations and (ii) each other Junior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Junior Priority Obligations owing to such other Junior Priority Agent and the Junior Priority Secured Parties represented thereby, and that any such DIP Financing Lien on such collateral securing such Junior Priority Obligations shall be pari passu to each other Lien on such collateral securing such other Junior Priority Obligations (except as may be separately agreed in writing by and all between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Priority Obligations relating theretoand such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that (i) each other Senior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Secured Parties represented thereby, and that any such Lien on such collateral securing such Senior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Senior Priority Obligations (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby) and any other Liens (ii) each Junior Priority Agent shall also be granted to a junior Lien on such collateral as security for the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Junior Priority Claims are so subordinated Obligations owing to such Liens other Junior Priority Agent and the Junior Priority Secured Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be junior to each Lien on such collateral securing Senior Lender Claims under this AgreementPriority Obligations.

Adequate Protection. Each Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties for adequate protection or in any form, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien on such additional or replacement collateral, which Lien is subordinated to the Liens securing the and providing adequate protection for all Senior Lender Claims Debt Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Debt Obligations under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable the Second Priority Secured PartyDebt Parties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral, then such Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the applicable Senior Lender Claims Debt Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Debt Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Debt Obligations under this Agreement. In addition, if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a superpriority administrative claim in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a superpriority administrative claim, which claim is subordinated to the claims related to the Senior Debt Obligations and such DIP Financing. Notwithstanding anything to the contrary in the foregoing, the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, shall be prohibited from seeking and retaining adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses and interest and/or other cash payments, regardless of whether or not the Senior Secured Parties are granted any such adequate protection.

Adequate Protection. Each Second Junior Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that none of them shall (i) object to, contest (or support any other Person contesting) objecting to or contesting (a) any request by any First Lien Agent Senior Representative or any Senior Lenders Secured Party for adequate protection or in any form, (b) any objection by any First Lien Agent Senior Representative or any Senior Lenders Secured Party to any motion, relief, action or proceeding based on such First Lien Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party as adequate protection or otherwise under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (ii) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this 15 NOTE The final form of this Agreement may include a cap on DIP Financing of not less than 120% of the foregoingSenior Obligations outstanding as of the date of this agreement if reasonably required by the Junior Lien Credit Agreement Secured Parties and agreed to by the Designated Senior Representative (in its sole discretion and without the need for further consent by any other Senior Representative or any other Senior Secured Party). Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Junior Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second each Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement collateral and/or a superpriority claim (as applicable), which (A) Lien is subordinated to the Liens securing all Senior Obligations and all adequate protection Liens granted to the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) Secured Parties, on the same basis as the other Liens securing the Second Junior Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and and/or (B) agrees superpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement; provided that it will not seek or requesteach Junior Priority Debt Party shall have irrevocably agreed, and will not accept, adequate protection pursuant to Section 1129(a)(9) of the Bankruptcy Code in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other formproperty having a value on the effective date of such plan equal to the allowed amount of such claims, and (ii) in the event any Second Junior Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable Second the Junior Priority Secured PartyDebt Parties under their Junior Priority Debt Facilities, seeks or requests are granted adequate protection (in each instance, to the extent such grant is otherwise permissible under the terms and such adequate protection is granted conditions of this Agreement) in the form of a Lien on additional or replacement collateral, then such Second Junior Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second Junior Priority Secured PartyDebt Party under their Junior Priority Debt Facilities, agrees agree that the First Lien Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as adequate protection and security for the applicable Senior Lender Claims and any such DIP Financing Obligations and that any Lien on such additional or replacement collateral securing and granted as adequate protection with respect to the Second Junior Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second Junior Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Junior Priority Debt Parties shall be subject to Section 4.02), and/or (iii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, are granted adequate protection (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses (including, without limitation, professional and advisors’ fees contemplated by the Senior Debt Documents), and/or other cash payments, then each Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, shall not be prohibited from seeking and accepting adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Priority Debt Parties.