Common use of Bankruptcy Financing Clause in Contracts

Bankruptcy Financing. (a) Until the Discharge of Senior-Priority Debt has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior-Priority Collateral Agent shall desire to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) which constitutes Collateral securing the Senior-Priority Debt or to permit any Grantor to obtain financing from the Senior-Priority Secured Parties or any other person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then (subject to the terms and conditions set forth in Section 6.4(c) of this Agreement) each Junior-Priority Collateral Agent, on behalf of itself and the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will raise no objection to such use of cash collateral or DIP Financing (unless the Designated Senior-Priority Collateral Agent or the Senior-Priority Secured Parties for which such Designated Senior-Priority Collateral Agent is acting as Agent shall then oppose or object to such DIP Financing) so long as (i) such cash collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable Law, is approved by the Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (ii) the DIP Financing does not compel Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt and (B) require the Grantors to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the Liens securing the Senior-Priority Debt are subordinated to or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (i) and (ii) above, each Junior-Priority Collateral Agent will subordinate (and will be deemed to have subordinated) the Liens securing the respective Junior-Priority Debt in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other relief in connection with its rights as a holder of Liens on the Collateral (except as expressly agreed by the Senior-Priority Collateral Agents or to the extent otherwise permitted by Section 6.4).

Bankruptcy Financing. (a) Until If the Discharge of Senior-Priority Debt has occurredBorrower or any Obligor shall become subject to a case under the U.S. Bankruptcy Code and, if any Grantor shall be subject as debtor(s)-in-possession such Borrower or Obligor moves for approval of financing, including on a priming basis with respect to any Insolvency or Liquidation Proceeding and any Senior-Working Capital Lender Priority Collateral Agent shall desire (the "DIP Financing") to permit the use of “cash collateral” (as such term is defined be provided in Section 363(a) of the Bankruptcy Code) which constitutes Collateral securing the Senior-Priority Debt or to permit any Grantor to obtain financing from the Senior-Priority Secured Parties good faith by Working Capital Lender or any other person third party approved by the Working Capital Lender (the "DIP Lender") under Section 364 of the U.S. Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then (subject to the terms and conditions set forth in Section 6.4(c) of this Agreement) each Junior-Priority Collateral Agent, on behalf of itself and the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will raise no objection to such use of cash collateral or DIP Financing (unless the Designated Senior-of Working Capital Lender Priority Collateral Agent under Section 363 of the U.S. Bankruptcy Code, the other Lenders agree that no objection, protest or the Senior-Priority Secured Parties for which contest (including joinder or support of any third party objecting, protesting or contesting) will be raised by such Designated Senior-Priority Collateral Agent is acting as Agent shall then oppose or object Lenders to any such DIP Financing) financing so long as (iA) the other Lenders retain a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code (after giving effect to any priming Liens on the Working Capital Lender Priority Collateral in favor of the DIP Lender), (B) any Liens or superpriority claims pursuant to section 507 of the U.S. Bankruptcy Code the DIP Lender seeks on the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral shall be subordinate in all respects to any Liens or claims the Senior Priority Lenders shall have with respect to the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral, (C) the aggregate principal amount of loans outstanding under such DIP Financing shall not exceed $5,000,000, and (D) such cash collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable Law, is approved by pari passu or superior in priority to the Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (ii) the DIP Financing does not compel Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority then outstanding Working Capital Debt and (B) require the Grantors to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the Liens securing the Senior-Priority Debt are subordinated to or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (i) and (ii) above, each Junior-Priority Collateral Agent will subordinate (and will be deemed to have subordinated) the Liens securing the respective Junior-Priority Debt in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Working Capital Lender Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other relief in connection with its rights as a holder of Liens on the Collateral (except as expressly agreed by the Senior-Priority Collateral Agents or to the extent otherwise permitted by Section 6.4)Collateral.

Bankruptcy Financing. (a) Until the Discharge Senior Indebtedness has been Finally Paid, in the event an Insolvency Proceeding shall occur and be continuing, Subordinated Lender hereby (i) expressly consents to the granting by Borrower to Senior Lender of Seniorsenior liens and priorities in connection with any post-Priority Debt has occurredpetition financing of Borrower by Senior Lender and (ii) agrees that adequate notice of such financing to Subordinated Lender shall have been provided if Subordinated Lender received notice in accordance with Section 18 hereof two (2) Business Days prior to the entry of any order approving such cash collateral usage or financing. Provided that Senior Lender does not object to the granting of a junior replacement lien in favor of Subordinated Lender, if Subordinated Lender agrees not to assert any Grantor shall be subject right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, in each case without the prior written consent of Senior Lender. Subordinated Lender waives any Senior-Priority Collateral Agent shall desire to permit claim or defense Subordinated Lender may now or hereafter have arising out of the use of “cash collateral” (as such term is defined election by the Senior Lender in Section 363(a) any Insolvency Proceeding instituted under Chapter 11 of the Bankruptcy Code) which constitutes Collateral securing the Senior-Priority Debt or to permit Code of any Grantor to obtain financing from the Senior-Priority Secured Parties use of cash collateral, any borrowing or any other person grant of a security interest under Section Sections 363 and/or 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”)by Borrower, then (subject to the terms and conditions set forth in Section 6.4(c) of this Agreement) each Junioras debtor-Priority Collateral Agent, on behalf of itself and the Juniorin-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will raise no objection to such use of cash collateral or DIP Financing (unless the Designated Senior-Priority Collateral Agent or the Senior-Priority Secured Parties for which such Designated Senior-Priority Collateral Agent is acting as Agent shall then oppose or object to such DIP Financing) so long as (i) such cash collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable Law, is approved by the Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (ii) the DIP Financing does not compel Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt and (B) require the Grantors to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating to such planpossession. To the extent that Senior Lender receives payments on, or proceeds of Collateral for, the Liens securing the Senior-Priority Debt Senior Indebtedness which are subordinated subsequently invalidated, declared to be fraudulent or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (i) and (ii) abovepreferential, each Junior-Priority Collateral Agent will subordinate (and will set aside and/or required to be deemed repaid to have subordinated) the Liens securing the respective Junior-Priority Debt in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection a trustee, receiver or any other relief in connection with its rights party under any bankruptcy law, state or federal law, common law, or equitable cause, then as a holder of Liens on the Collateral (except as expressly agreed by the Senior-Priority Collateral Agents or between Senior Lender and Subordinated Lender hereunder, to the extent otherwise permitted of such payment or proceeds received, the Senior Indebtedness, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by Section 6.4)the Senior Lender.

Bankruptcy Financing. (a) Until the Discharge of Senior-Priority Debt has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior-Priority Collateral Agent shall desire to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) which constitutes Collateral securing the Senior-Priority Debt or to permit any Grantor to obtain financing from the Senior-Priority Secured Parties or any other person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then (subject to the terms and conditions set forth in Section 6.4(c) of this Agreement) each Junior-Priority Collateral Agent, on behalf of itself and the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will raise no objection to such use of cash collateral or DIP Financing (unless the Designated Senior-Priority Collateral Agent or the Senior-Priority Secured Parties for which such Designated Senior-Senior- Priority Collateral Agent is acting as Agent shall then oppose or object to such DIP Financing) so long as (i) such cash collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable Law, is approved by the Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (ii) the DIP Financing does not compel Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt and (B) require the Grantors to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the Liens securing the Senior-Priority Debt are subordinated to or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (i) and (ii) above, each Junior-Priority Collateral Agent will subordinate (and will be deemed to have subordinated) the Liens securing the respective Junior-Priority Debt in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other relief in connection with its rights as a holder of Liens on the Collateral (except as expressly agreed by the Senior-Priority Collateral Agents or to the extent otherwise permitted by Section 6.4).

Bankruptcy Financing. (a) Until the Discharge of Senior-Priority Debt has occurred, if If any Grantor Debtor shall be become subject to any an Insolvency or Liquidation Proceeding and if Revolving Loan Agent and any Senior-Priority Collateral Agent shall desire Revolving Loan Lender desires to permit the use of cash collateral or to provide financing to such Debtor under either Section 363 or Section 364 of the U.S. Bankruptcy Code or other applicable statute, Supplemental Loan Agent and Supplemental Loan Lenders agree as follows: (A) adequate notice to Supplemental Loan Agent and Supplemental Loan Lenders shall have been provided for such financing or use of cash collateral if Supplemental Loan Agent receives notice two (2) business days prior to the entry of the order approving such financing or use of cash collateral and (B) no objection will be raised by Supplemental Loan Agent or any Supplemental Loan Lender to any such financing or use of cash collateral on the ground of a failure to provide “adequate protection” for the Liens of Supplemental Loan Agent or any other grounds, so long as (1) the interest rate, borrowing base advance rates, lending limits, unused line fee, the letter of credit fee, and other terms are commercially reasonable under the circumstances and, other than with respect to any rate of interest which may be imposed by Revolving Loan Agent or Revolving Loan Lenders after a default under the Revolving Loan Agreement, no greater than as in the Revolving Loan Agreement as in effect immediately prior to the commencement of such Insolvency Proceeding, (2) to the extent of the secured claim of Supplemental Loan Agent against such Debtor, Supplemental Loan Agent receives a replacement Lien on the same post-petition assets of such Debtor as are subject to the Lien of Supplemental Loan Agent, and with the same priority as existed with respect to such types of assets, immediately prior to the commencement of such Insolvency Proceeding (including the Lien of the Supplemental Loan Agent having priority as to the Supplemental Priority Collateral over the Lien of Revolving Loan Agent therein to the extent provided herein), (3) such financing or use of cash collateral” collateral is subject to the terms of this Intercreditor Agreement, and (4) the aggregate principal amount of the Revolving Loan Debt arising before and after the commencement of the Insolvency Proceeding shall not exceed the Maximum Amount (as such term is defined in Section 363(athe Revolving Loan Agreement) that limits the principal amount of the Bankruptcy Code) which constitutes Collateral securing the Senior-Priority Revolving Loan Debt or to permit any Grantor to obtain financing from the Senior-Priority Secured Parties or any other person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then (subject in effect immediately prior to the terms and conditions set forth in Section 6.4(c) commencement of such Insolvency Proceeding. For purposes of this Agreement) each Junior-Priority Collateral AgentSection, on behalf notice of itself and the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will raise no objection to such a proposed financing or use of cash collateral or DIP Financing (unless shall be deemed given when given, in the Designated Senior-Priority Collateral manner prescribed by Section 5.8 hereof, to Supplemental Loan Agent or the Senior-Priority Secured Parties for which such Designated Senior-Priority Collateral Agent is acting as Agent shall then oppose or object to such DIP Financing) so long as (i) such cash collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable Law, is approved by the Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (ii) the DIP Financing does not compel Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt and (B) require the Grantors to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the Liens securing the Senior-Priority Debt are subordinated to or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (i) and (ii) above, each Junior-Priority Collateral Agent will subordinate (and will be deemed to have subordinated) the Liens securing the respective Junior-Priority Debt in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other relief in connection with its rights as a holder of Liens on the Collateral (except as expressly agreed by the Senior-Priority Collateral Agents or to the extent otherwise permitted by Section 6.4)counsel.

Bankruptcy Financing. (a) Until the Discharge of Senior-Priority Debt has occurred, if any Grantor If Borrower shall be become subject to any an --------------------- Insolvency or Liquidation Proceeding and any Senior-Priority Collateral Agent shall desire if Revolving Loan Lender desires to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) which constitutes Collateral securing the Senior-Priority Debt collateral or to permit any Grantor provide financing to obtain financing from the Senior-Priority Secured Parties Borrower under either Section 363 or any other person under Section 364 of the U.S. Bankruptcy Code or any similar Bankruptcy Law other applicable statute, Noteholder Agent and Noteholders agree as follows: (“DIP Financing”), then (subject a) adequate notice to the terms Noteholder Agent and conditions set forth in Section 6.4(c) of this Agreement) each Junior-Priority Collateral Agent, on behalf of itself and the Junior-Priority Secured Parties with respect to which Noteholders shall have been provided for such Junior-Priority Collateral Agent is acting as Agent, agrees that it will raise no objection to such financing or use of cash collateral if Noteholder Agent receives notice two (2) business days prior to the entry of the order approving such financing or DIP Financing use of cash collateral and (unless the Designated Senior-Priority Collateral b) no objection will be raised by Noteholder Agent or any Noteholder to any such financing or use of cash collateral on the Senior-Priority Secured Parties ground of a failure to provide "adequate protection" for which the Liens of Noteholder Agent or as a result of any of the terms of such Designated Senior-Priority Collateral Agent is acting as Agent shall then oppose financing or object to such DIP Financing) use of cash collateral so long as (i) such cash collateral use or DIP Financing is on the interest rate, fees, advance rates and lending limits and other terms are commercially reasonable terms andunder the circumstances, if required by applicable Law, is approved by the Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (ii) to the DIP Financing does not compel Grantors extent of the secured claim of Noteholder Agent against Borrower, Noteholder Agent receives a replacement Lien on the same post-petition assets of Borrower as are subject to seek confirmation the Lien of Noteholder Agent, and with the same priority as existed with respect to such types of assets, prior to the commencement of the case under the U.S. Bankruptcy Code, and (iii) such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement. For purposes of this Section, notice of a specific plan proposed financing or use of reorganization for which all cash collateral shall be deemed given when given, in the manner prescribed by Section 3.8 hereof, to Noteholder Agent or substantially all its counsel. Noteholder Agent further agrees that neither Noteholder nor the Noteholders will provide to Borrower as debtor-in-possession any financing under Section 364(d) of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt and (B) require the Grantors U.S. Bankruptcy Code to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the Liens securing the Senior-Priority Debt are subordinated to or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (i) and (ii) above, each Junior-Priority Collateral Noteholder Agent will subordinate (and will be deemed to have subordinated) the Liens securing the respective Junior-Priority Debt in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other relief Noteholder would, in connection with its rights as such financing, be granted a holder of Liens priming or pari passu Lien on the pre-petition Collateral (except as expressly agreed by the Senior-Priority Collateral Agents or to the extent otherwise permitted by Section 6.4)of Borrower.

Bankruptcy Financing. (a) Until the Discharge of Senior-Priority First Lien Debt has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior-Priority Collateral the First Lien Agent shall desire to permit the use of “cash collateralCash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) which constitutes Second Lien Collateral securing the Senior-Priority First Lien Debt or to permit any Grantor to obtain financing from the Senior-Priority First Lien Secured Parties or any other person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then (subject to the terms and conditions set forth in Section 6.4(c) of this Agreement) each Junior-Priority Second Lien Collateral Agent, on behalf of itself and the Junior-Priority Second Lien Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as AgentParties, agrees that it will raise no objection to such Cash Collateral use of cash collateral or DIP Financing (unless Financing, insofar as its rights with respect to the Designated Senior-Priority Second Lien Collateral Agent or securing the Senior-Priority Secured Parties for which such Designated Senior-Priority Collateral Agent is acting as Agent shall then oppose or object to such DIP Financing) First Lien Debt are affected, so long as (i) the aggregate principal amount of such cash collateral DIP Financing, together with the First Lien Debt as of such date, does not exceed the Maximum Priority First Lien Loan Debt, and the DIP Financing is treated as First Lien Debt hereunder, (ii) such Cash Collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable Lawlaw, is approved by the Governmental Authority governmental authority having jurisdiction over such Insolvency or Liquidation Proceeding Proceeding, (iii) the Second Lien Collateral Agent and the Second Lien Secured Parties retain the right to object to any ancillary agreements or arrangements regarding such Cash Collateral use or DIP Financing that are materially prejudicial to their interests and (iiiv) the such DIP Financing does not compel Grantors any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt documentation or a related document and (B) require the Grantors to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating documentation or Cash Collateral order does not expressly require the liquidation of Second Lien Collateral prior to such plana default under the DIP Financing documentation or Cash Collateral order. To the extent that the Liens securing the Senior-Priority First Lien Debt are subordinated to or on an equal priority basis pari passu with the Liens securing such DIP Financing which meets the requirements of clauses (i) and through (iiiv) above, each Junior-Priority the Second Lien Collateral Agent will subordinate (and will be deemed to have subordinated) the Liens securing the respective Junior-Priority Second Lien Debt in the Second Lien Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other relief in connection with its rights as a holder of Liens on the Second Lien Collateral (except as expressly agreed by the Senior-Priority Collateral Agents First Lien Agent or to the extent otherwise permitted by Section 6.4).

Bankruptcy Financing. (a) Until the Discharge of Senior-Priority Debt has occurred, if If any Grantor shall be Borrower becomes subject to any Insolvency or Liquidation Proceeding Proceeding, until the Discharge of Priority Debt has occurred, the Collateral Agent, for itself and on behalf of the other Noteholder Secured Parties, agrees that: (a) each Noteholder Secured Party will raise no objection to, nor support any Senior-Priority Collateral Agent shall desire other Person objecting to, and will be deemed to permit have consented to, the use of “any ABL Collateral constituting cash collateral” (as such term is defined in collateral under Section 363(a) 363 of the Bankruptcy Code) which constitutes Collateral securing the Senior-Priority Debt or to permit any Grantor to obtain financing from the Senior-Priority Secured Parties , or any comparable provision of any other person Bankruptcy Law, or any post-petition financing to any Borrower provided by any ABL Secured Party or any Qualified Financier (which agrees to be bound by Section 8 hereof) under Section 364 of the Bankruptcy Code Code, or any similar comparable provision of any other Bankruptcy Law (a “DIP Financing”), then (subject to will not request or accept adequate protection or any other relief in connection with the terms and conditions use of such cash collateral or such DIP Financing except as set forth in Section 6.4(c6.4 below and will subordinate (and will be deemed hereunder to have subordinated) the Liens granted to Noteholder Secured Parties to such DIP Financing on the same terms as such Liens are subordinated to the Liens granted to the ABL Agent hereunder (and such subordination will not alter in any manner the terms of this Intercreditor Agreement), to any adequate protection provided to the ABL Secured Parties and to any Carve Out; provided that: (i) each Junior-the ABL Agent does not oppose or object to such use of cash collateral or DIP Financing, (ii) the aggregate principal amount of such DIP Financing, together with the ABL Debt as of such date, does not exceed the principal component of the Maximum Priority Collateral AgentABL Debt Amount, on behalf of itself and the Junior-Priority DIP Financing is treated as ABL Debt hereunder, (iii) the Liens on ABL Collateral granted to the ABL Secured Parties or Qualified Financier in connection with respect such DIP Financing are subject to which such Junior-Priority this Intercreditor Agreement and considered to be Liens of the ABL Agent for purposes hereof, (iv) the Collateral Agent is acting retains a Lien on the ABL Collateral (including proceeds thereof) with the same priority as existed prior to such Insolvency or Liquidation Proceeding (except to the extent of any Carve Out agreed to by the ABL Agent), agrees that it will raise no objection (v) the Collateral Agent receives replacement Liens on all assets, including post-petition assets, of any Borrower in which any of the ABL Agent obtains a replacement Lien, or which secure the DIP Financing, with the same priority relative to the Liens of ABL Agent as existed prior to such Insolvency or Liquidation Proceeding, and (vi) the Noteholder Secured Parties may oppose or object to such use of cash collateral or DIP Financing (unless on the Designated Senior-Priority Collateral Agent or the Senior-Priority Secured Parties for which such Designated Senior-Priority Collateral Agent is acting same bases as Agent shall then oppose or object to such DIP Financing) an unsecured creditor, so long as such opposition or objection is not based on the Noteholder Secured Parties’ status as secured creditors. (ib) such cash collateral use no Noteholder Secured Party shall, directly or indirectly, provide, or seek to provide or support any party seeking to provide (other than the ABL Agent or a Qualified Financier as provided above), DIP Financing is on commercially reasonable terms and, if required secured by applicable Law, is approved by the Governmental Authority having jurisdiction over such Insolvency Liens equal or Liquidation Proceeding and (ii) the DIP Financing does not compel Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth senior in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt and (B) require the Grantors to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the Liens securing the Senior-Priority Debt are subordinated to or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (i) and (ii) above, each Junior-Priority Collateral Agent will subordinate (and will be deemed to have subordinated) the Liens securing the respective Junior-Priority Debt in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other relief in connection with its rights as a holder of Liens on the ABL Collateral (except as expressly agreed by of the Senior-Priority Collateral Agents or to ABL Agent, without the extent otherwise permitted by Section 6.4).prior written consent of the ABL Agent. 6.3

Bankruptcy Financing. (a) Until the Discharge of Senior-Priority Debt has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior-Priority First Lien Debt Collateral Agent shall desire desires to permit any Grantor (i) to the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) which constitutes Collateral securing the Senior-Priority First Lien Debt or (ii) to permit any Grantor to obtain enter into financing from the Senior-Priority Secured Parties or any other person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”)) with any the First Lien Debt Claimholders or any other person in such proceeding, then (subject to the terms and conditions set forth in Section 6.4(c) of this Agreement) the Liens securing the Pari Passu Lien Debt on the Collateral may, without any further action or consent by the respective Pari Passu Lien Representative, but subject to the immediately succeeding sentence, be made junior and subordinated to the Liens granted to secure such DIP Financing and each Junior-Priority Collateral AgentTrustee, on behalf of itself and the Junior-Priority Secured Parties Pari Passu Lien Representatives and the Pari Passu Lien Claimholders with respect to which such Junior-Priority Collateral Agent Trustee is acting as Agent, agrees that it will raise no objection to such use of cash collateral or DIP Financing (unless the Designated Senior-Priority First Lien Collateral Agent or the Senior-Priority Secured Parties First Lien Debt Claimholders for which such Designated Senior-Priority First Lien Collateral Agent is acting as Agent shall then oppose or object to such DIP Financing) so long as (ix) such cash collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable Lawlaw, is approved by the Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (iiy) the such DIP Financing does not compel the Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt (in whole or in part) and (B) require the Grantors to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties First Lien Debt Representative and First Lien Claimholders, or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the Liens securing the Senior-Priority First Lien Debt Obligations are subordinated to or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (ix) and (iiy) above, each Junior-Priority Collateral Agent Trustee will subordinate (and will be deemed to have subordinated) the Liens securing the respective Junior-Priority Pari Passu Lien Debt in on the Collateral to the Liens securing such DIP Financing (and all obligations Obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority First Lien Debt Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other relief in connection with its rights as a holder of Liens on the Collateral (except as expressly agreed by the Senior-Priority First Lien Debt Collateral Agents or to the extent otherwise permitted by Section 6.4).

Bankruptcy Financing. (a) Until the Discharge of Senior-Priority Debt has occurred, if If any Grantor Debtor shall be become subject to any Insolvency or Liquidation Proceeding a proceeding under the U.S. Bankruptcy Code and any Senior-Priority Collateral Agent shall desire if a Senior Creditor desires to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) which constitutes Collateral securing the Senior-Priority Debt collateral or to permit any Grantor provide financing to obtain financing from the Senior-Priority Secured Parties such Debtor under either Section 363 or any other person under Section 364 of the U.S. Bankruptcy Code or any similar Bankruptcy Law Code, each Noteholder Creditor agrees as follows: (“DIP Financing”), then (subject to the terms and conditions set forth in Section 6.4(ca) of this Agreement) each Junior-Priority Collateral Agent, on behalf of itself and the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will raise no objection adequate notice to such Noteholder shall have been provided for such financing or use of cash collateral if Noteholder Agent receives notice two (2) business days prior to the entry of the order approving such financing or DIP Financing use of cash collateral and (unless b) no objection will be raised by such Noteholder Creditor, nor will such Noteholder Creditor support any other person objecting to, any such financing or use of cash collateral on the Designated Senior-Priority ground of a failure to provide "adequate protection" for the junior Liens of Noteholder Agent on the Collateral Agent or the Senior-Priority Secured Parties for which such Designated Senior-Priority Collateral Agent is acting as Agent shall then oppose or object to such DIP Financing) any other grounds, so long as (i) such cash collateral use or DIP Financing is on the interest rate and other terms are commercially reasonable terms andunder the circumstances, if required by applicable Law, is approved by the Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (ii) to the DIP Financing extent of the secured claim of Noteholder Agent against such Debtor, Noteholder Agent receives a replacement Lien on the same post-petition assets of such Debtor as are subject to the Lien of Noteholder Agent, and with the same priority relative to the Lien of Senior Creditor Agent as existed with respect to such types of assets, immediately prior to the commencement of such Insolvency Proceeding, (iii) such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement, (iv) the aggregate principal amount of the Senior Debt arising before and after the commencement of the Insolvency Proceeding shall not exceed the Maximum Senior Debt and (v) the terms of the order of the Bankruptcy Court approving such financing or use of cash collateral does not compel Grantors the applicable Debtor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documents for terms of such order or related agreement. Without limiting the DIP Financinggenerality of the foregoing, except that such DIP Financing may (A) provide that no Noteholder Creditor shall seek to obtain, or obtain, a priming or pari passu Lien on any Collateral in any Insolvency Proceeding or object to the treatment under a plan of reorganization require or arrangement of the Discharge of Senior-Priority Debt and (B) require the Grantors to seek confirmation of a plan acceptable claims with respect to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating Senior Debt to such plan. To the extent that such treatment provides for payments or distributions in respect of the Liens securing the Senior-Priority Debt are subordinated to or on an equal priority basis Collateral in accordance with the priorities of the right to payment and Liens securing DIP Financing which meets the requirements set forth in this Intercreditor Agreement. For purposes of clauses (i) and (ii) abovethis Section, each Junior-Priority Collateral Agent will subordinate (and will notice of a proposed financing or use of cash collateral shall be deemed to have subordinated) the Liens securing the respective Junior-Priority Debt given when given, in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other relief in connection with its rights as a holder of Liens on the Collateral (except as expressly agreed by the Senior-Priority Collateral Agents or to the extent otherwise permitted manner prescribed by Section 6.4)6.6 hereof, to Noteholder Agent.