Common use of Financing Issues Clause in Contracts

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, will raise no objection to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of any letters of credit issued and not reimbursed Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under the Working Capital Facility this Agreement does not exceed the Working Capital Facility Debt Cap and (iiy) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (c) objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to 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 notice received two Business Days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Credit Agreement or, if no Credit Agreement exists, under the other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to 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 Liens securing Senior Lender Claims under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second-Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if If a Borrower or any Obligor other Pledgor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit a Borrower or any Obligor other Pledgor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not encourage or support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral and any other collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus the aggregate face amount Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid, under Section 63(k) of the Bankruptcy Code, Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any ancillary agreements Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order under Section 363(b) and (f) of the Bankruptcy Code relating to a sale of assets of any Pledgor for which any First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or do to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral and any other collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus the aggregate face amount Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any ancillary agreements Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order relating to a sale of assets of any Grantor for which any First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or do to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Parent Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Senior Collateral Agent Agent, any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Parent Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the Senior Obligations under the Credit Agreement or, if no Credit Agreement exists, under the other Senior Debt Documents are subordinated or pari passu with such DIP Financing, will subordinate (exceptand will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, as expressly (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Working Capital Facility Senior Collateral Agent or the Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by Senior Collateral Agent, any Senior Representative or any other Senior Secured Party, (c) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or to exercise any rights under Section 1111(b) of the Bankruptcy Code, (d) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (e) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor for which the Senior Collateral Agent has consented that provides, to the extent permitted by this Section 6.2 such sale or by Section 6.4(b)); providedother disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the DIP Financing plus sale on the aggregate outstanding principal amount same basis of Working Capital Facility Indebtedness plus priority as the aggregate face amount Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of any letters each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements an order approving such usage of cash or arrangements regarding Cash Collateral use other collateral or the DIP Financing that are materially prejudicial to their interestsapproving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Priority Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or lease of such cash or other collateral, unless each Senior Representative or any other Senior Secured Party shall oppose or object to such use of cash collateral (in which case, no Junior Priority Representative nor any other Junior Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) such DIP Financing, unless each Senior Representative or any other Senior Secured Party shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Junior Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent and Senior Representatives; (c) any motion for relief from the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (d) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any ancillary agreements Lien on Senior Collateral; or arrangements regarding Cash (f) any order relating to a sale or other disposition of assets of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsFirst Lien Obligations has occurred, if the Company or any Obligor other Pledgor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use use, sale or lease of “Cash Collateral” cash collateral (as such term is defined in Section 363(a)) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit the Company or any Obligor other Pledgor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agent, on behalf of Second Lien Agent for itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, applicable Second Lien Secured Parties agrees that: (a) (i) it will raise no objection to, will not support any objection to or otherwise contest, and shall be deemed to have consented to, such Cash Collateral use use, sale or lease of such cash collateral and DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by Section 6.3) and (ii) it will, to the extent the Liens securing the First Lien Obligations under the First Lien Documents are subordinated or pari passu with such DIP Financing, subordinate its Liens on the Common Collateral and any other collateral securing any Second Lien Obligations to the Liens securing such DIP Financing (and all Obligations relating thereto, including any “carve-out” from the Common Collateral granting administrative priority status or Lien priority to secure the payment of fees and expenses of the United States trustee or professionals retained by any debtor or creditors’ committee agreed to by the First Lien Agent or the other First Lien Secured Parties) and to all adequate protection Liens granted to the First Lien Agent on the same basis as the Liens securing the First Lien Obligations are subordinated to the Liens securing the DIP Financing or to confirm the priorities with respect to Liens securing the First Lien Obligations under this Section 6.2 or by Section 6.4(b))Agreement, as applicable; provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap sum of (1) the aggregate Revolving Outstandings (as defined below) outstanding under the Company’s then existing revolving credit facilities (including the RBL Credit Agreement) and (ii2) an amount equal to 50% of the aggregate commitments (whether drawn or undrawn) under such then-existing revolving credit facilities (including the RBL Credit Agreement), in each case determined immediately prior to the commencement of such Insolvency or Liquidation Proceeding and without regard to whether the revolving commitments thereunder are otherwise then available to be drawn as a result of a failure to satisfy a condition precedent to borrowing such revolving commitments. As used herein, “Revolving Outstandings” means, in respect of any revolving credit facility (including the RBL Credit Agreement), the sum of (x) the Notes Collateral Agent aggregate principal amount of all outstanding revolving loans, (y) the aggregate stated amount of all letters of credit (together with the amount of any unreimbursed drawings thereunder) and (z) the Noteholdersaggregate principal amount of all outstanding swingline loans; (b) it will raise no objection to, and will not support any objection to or otherwise contest, any motion for relief from the Pari Passu Collateral automatic stay or from any injunction against foreclosure or enforcement in respect of any First Lien Obligations made by the First Lien Agent and the Pari Passu Lendersor any First Lien Secured Party; (c) it will raise no objection to, retain will not support any objection to or otherwise contest, any lawful exercise by any First Lien Secured Party of the right to object credit bid the First Lien Obligations under section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law) or at any sale in foreclosure of any Common Collateral or other collateral securing any First Lien Obligations; (d) it will raise no objection to, will not support any objection to or otherwise contest, any ancillary agreements other request for judicial relief made in any court by any First Lien Secured Party relating to the lawful enforcement of any Lien on any Common Collateral or arrangements regarding Cash other collateral securing any First Lien Obligations; or (e) except as set forth below, it will raise no objection to, will not support any objection to or otherwise contest, any order relating to a sale of any Common Collateral use of any Pledgor for which any First Lien Agent has consented that provides, to the extent that the sale is to be free and clear of Liens, that the Liens securing the First Lien Obligations and the Second Lien Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens securing the First Lien Obligations do to the Liens securing the Second Lien Obligations in accordance with this Agreement, provided that the applicable Second Lien Secured Parties may assert any objection to a sale or disposition that could be asserted by an unsecured creditor in any Insolvency or Liquidation Proceeding; without limiting the DIP Financing foregoing, the Second Lien Agent, for itself and on behalf of the Second Lien Secured Parties, agrees that it may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provisions of any other Bankruptcy Law) with respect to the Liens granted to such person in respect of such assets. In addition, the Second Lien Secured Parties are materially prejudicial not deemed to their interestshave waived any rights to credit bid on the Common Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the First Lien Obligations.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if any Obligor the Obligors shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Senior Representative shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Obligors’ obtaining financing (including, for the avoidance of doubt, from any Obligor to obtain financing Senior Secured Party) under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it (a) will raise no objection to and will not otherwise contest (or support any person in objecting or otherwise contesting) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable Financing, (b) except to the Company extent permitted by the proviso in clause (ii) of Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the marketconnection therewith and (c) and to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with the Liens securing such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to (i) the Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities and basis as the Liens securing the Second Priority Debt Obligations are so subordinated to the same extent as provided herein Liens securing the Senior Obligations under this Agreement, (ii) any adequate protection Liens granted to the Senior Secured Parties, and (iii) to any “carve-out” for professional and United States trustee fees or payment of any other amounts agreed to by the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing shall be adequate notice. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Working Capital Facility Senior Collateral (including under Section 362 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law), (b) objection to (and will not otherwise contest or support any person in objecting to) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (c) objection to (and will not otherwise contest or support any person in objecting to) any other request adequate protection for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (d) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Obligor to which any Senior Representative has consented or not objected (including under section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other relief applicable law), so long as any such credit bid provides for the payment in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount full in cash of the DIP Financing plus Senior Obligations upon the aggregate outstanding principal amount closing of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements such sale or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsdisposition.

Financing Issues. From If the incurrence Borrower or any of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if any Obligor its Subsidiaries that is a Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Borrower or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral and any other collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus the aggregate face amount Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any ancillary agreements Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order relating to a sale of assets of any Grantor for which any First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or do to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or under a court order in respect of measures granted with similar effect under a Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company extent permitted by the proviso in clause (ii) of Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or such equivalent thereto as may exist under any applicable Bankruptcy Law (collectively, “Adequate Protection”) or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to the Liens securing (x) such DIP Financing (and all obligations relating thereto) in on the same priorities and basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any Adequate Protection Liens granted to the same extent as provided herein with respect Senior Secured Parties, and (z) to any “carve-out” for professional, United States Trustee or other fees agreed to by the Working Capital Facility Senior Representatives, (b) objection to (and will not request adequate protection otherwise contest) any motion for relief from a stay (automatic or otherwise) or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (c) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest) any other request for judicial relief made in connection therewith any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (excepte) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 such sale or by Section 6.4(b)); providedother disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. If a Second Priority Debt Party provides DIP Financing plus to the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of Borrower or any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholdersother Grantor, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the such DIP Financing that are materially prejudicial to their interestsmay not “roll-up” or otherwise include or refinance any pre-petition Second Priority Debt Obligations.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if a Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or shall desire to consent (or not object) to the Working Capital Facility Collateral Agent sale, use or lease of cash or other collateral or to consent (or not object) to the Borrowers’ or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest (or support any person in objecting or otherwise contesting) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens granted to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Senior Collateral, (c) objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest or support any person in objecting to) any lawful exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest or support any ancillary agreements person in objecting to) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or arrangements regarding Cash (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the DIP Financing Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that are materially prejudicial notice received two (2) Business Days prior to their intereststhe entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence (a) Each of the Working Capital Facility Obligations Secured Parties and their corresponding Representatives acknowledges and agrees that, until the Discharge of Working Capital Facility Superpriority Secured Obligations, if any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use Obligor, as debtor-in-possession, moves for approval of “Cash Collateral” (as such term is defined debtor-in-possession financing in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing a proceeding under Section 364 Chapter 11 of the Bankruptcy Code (a “DIP Financing”), then (i) all of the Claims arising under, derived from, based upon, or secured pursuant to the Superpriority Notes Collateral Agent, on behalf of itself and the NoteholdersSuperpriority Notes Indenture, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, make whole amount, and the Pari Passu Collateral Agentother charges arising thereunder or related thereto (“Superpriority Notes Claims”), on behalf of the Pari Passu Lenders, will raise no objection to such Cash Collateral use shall be refinanced or DIP Financing (provided that “rolled-up” into such DIP Financing is on terms and conditions no less favorable deemed to constitute obligations due under the DIP Financing, and receive the benefit of all collateral, priority and other protections thereunder, and (ii) such party will not oppose nor object to the Company and its subsidiaries than refinancing or “rolling-up” of the Superpriority Notes Claims into any other debtor in possession financing available to the Company in the market) and such DIP Financing to the extent the Liens liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to such DIP Financing rank senior or pari passu (including pursuant to an intercreditor agreement) with the liens on any collateral for the benefit of such Secured Party. For the avoidance of doubt, any Obligor shall not require any consent from any Secured Party or their corresponding Representative with respect to the rolling of the Superpriority Notes Claims into such DIP Financing. To the extent permitted by applicable law, the Issuer and each Obligor hereby acknowledges and agrees that it shall not (whether as Obligor or as debtor-in-possession) agree to, or move for approval of, any DIP Financing that does not refinance or “roll up” the Superpriority Notes Claims into such DIP Financing. (b) Until the Discharge of Superpriority Secured Obligations, if (1) any Obligor, as debtor-in-possession, moves for approval of any DIP Financing or the use of Collateral consisting of cash and cash equivalents during its bankruptcy case and (2) the Required Superpriority Debtholders do not object to such DIP Financing, (i) to the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to extent the Liens securing such DIP Financing (and all obligations relating theretothe “DIP Financing Liens”) are senior (in the manner provided in this Agreement with respect to priority) to the Liens on any Collateral for the benefit of the holders of Superpriority Secured Debt, each of the other Secured Parties and Representatives shall raise no objection to such DIP Financing or use of cash collateral (subject to the Specified Rights) and shall subordinate its Liens with respect to such Collateral on the same priorities terms, and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptextent, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount Liens of the Required Superpriority Debtholders (other than any Liens of any Required Superpriority Debtholder constituting DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Liens) are subordinated thereto and (ii) to the Notes Collateral Agent and extent that such DIP Financing Liens rank pari passu, including pursuant to an intercreditor agreement with the NoteholdersLiens on any Collateral, and each other Secured Party will confirm the Pari Passu Collateral Agent and priorities with respect to such Collateral, in each case so long as (A) the Pari Passu Lenders, Secured Parties in respect of each Series of Secured Debt retain the right benefit of their Liens on such Collateral pledged to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing lenders with the same priority vis-a-vis the other holders of other Secured Debt (other than with respect to DIP Financing Liens) as existed prior to the commencement of the bankruptcy case, (B) the Secured Parties in respect of each Series of Secured Debt are granted Liens on any additional collateral pledged to any other holders of Secured Debt as adequate protection (or any comparable relief) or otherwise with the same priority vis-a-vis the other holders of Superpriority Secured Obligations as existed prior to the commencement of the bankruptcy case, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Secured Debt, such amount is applied in accordance with the terms of this Agreement and (D) if the Secured Parties in respect of any Series of Secured Debt are granted adequate protection (or any comparable relief), in connection with such DIP Financing or cash collateral, the proceeds of such adequate protection (or any comparable relief) are applied in accordance with the terms of this Agreement (including the Specified Rights). (c) Following the Discharge of Superpriority Secured Obligations but prior to the Discharge of First Priority Secured Obligations, if (1) any Obligor, as debtor-in-possession, moves for approval of DIP Financing or the use of Collateral consisting of cash and cash equivalents during its bankruptcy case and (2) the Required First Priority Debtholders do not object to such DIP Financing, (i) to the extent the DIP Financing Liens are senior (in the manner provided in this Agreement with respect to priority) to the Liens on any Collateral for the benefit of the holders of First Priority Secured Obligations, each of the Second Priority Secured Parties and their Representatives shall raise no objection to such DIP Financing or use of cash collateral (subject to the Specified Rights) and shall subordinate its Liens with respect to such Collateral on the same terms, and to the same extent, as the Liens of the Required First Priority Debtholders (other than any Liens of any Required First Priority Debtholder constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu, including pursuant to an intercreditor agreement with the Liens on any Collateral, each Second Priority Secured Party will confirm its priorities with respect to such Collateral, in each case so long as (A) the Secured Parties in respect of each Series of Secured Debt retain the benefit of their Liens on such Collateral pledged to the DIP Financing lenders with the same priority vis-a-vis the other holders of other Secured Debt (other than with respect to DIP Financing Liens) as existed prior to the commencement of the bankruptcy case, (B) the Secured Parties in respect of each Series of Secured Debt are granted Liens on any additional collateral pledged to any other holders of Secured Debt as adequate protection (or any comparable relief) or otherwise with the same priority vis-a-vis the other holders of First Priority Secured Obligations as existed prior to the commencement of the bankruptcy case, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Secured Debt, such amount is applied in accordance with the terms of this Agreement and (D) if the Secured Parties in respect of any Series of Secured Debt are granted adequate protection (or any comparable relief), in connection with such DIP Financing or cash collateral, the proceeds of such adequate protection (or any comparable relief) are applied in accordance with the terms of this Agreement (including the Specified Rights). For the avoidance of doubt, as related to the AerCap Secured Obligations, the restrictions in this Section 6.01(c) only apply to the rights of the Relevant Lessors and their Representative as Secured Parties under the AerCap Secured Obligations that are materially prejudicial secured by the Collateral, and such restrictions only apply to their intereststhe extent of the AerCap Secured Obligations.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Parent Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Parent Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of any letters of credit issued and not reimbursed Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under the Working Capital Facility this Agreement does not exceed the Working Capital Facility Debt Cap and (iiy) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (c) objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to 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 notice received two Business Days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Priority Obligations has occurred, if Holdings, the Borrower or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, then each Second Priority Representative, for itself and the Working Capital Facility Collateral Agent on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that (A) if any Senior Priority Representative or any Working Capital Facility Lender Senior Priority Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit Holdings’, the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code (the “Bankruptcy Code Code”) or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Priority Obligations are subordinated to or by Section 6.4(b)); providedhave the same priority as the Liens securing such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Priority Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Priority Secured Parties and (iiz) “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Priority Representatives, (B) it will raise no objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Priority Obligations made by any Senior Priority Representative or any other Senior Priority Secured Party, (C) it will raise no objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any Senior Priority Secured Party of the right to object credit bid Senior Priority Obligations at any sale in foreclosure of Senior Priority Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any ancillary agreements similar provision under any other applicable Bankruptcy Law) or arrangements regarding Cash to exercise any rights under Section 1111(b) of the Bankruptcy Code with respect to the Senior Priority Collateral, (D) it will raise no objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Priority Secured Party relating to the lawful enforcement of any Lien on Senior Priority Collateral use and (E) it will raise no objection to (and will not otherwise contest or oppose) any Disposition (including pursuant to Section 363 of the DIP Financing Bankruptcy Code) of assets of any Grantor for which any Senior Priority Representative has consented that are materially prejudicial provides, to their intereststhe extent such Disposition is to be free and clear of Liens, that the Liens securing the Senior Priority Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Priority Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that notice received three Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsFirst Lien Obligations has occurred, if the Company or any Obligor other Pledgor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Applicable First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use use, sale or lease of “Cash Collateral” cash collateral (as such term is defined in Section 363(a) of the Bankruptcy CodeCode or any similar provision in any Bankruptcy Law) constituting Shared Collateral or (ii) to permit the Company or any Obligor other Pledgor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“DIP Financing”), then each of the Notes Collateral Agent, on behalf of Applicable Second Lien Agent and each Second Lien Obligations Representative for itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, applicable Second Lien Obligations Secured Parties agrees that (i) it will raise no objection to, will not support any objection to or otherwise contest, and shall be deemed to have consented to, such Cash Collateral use use, sale or lease of such cash collateral and DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by Section 6.3) and (ii) it will, to the extent the Liens securing the First Lien Obligations under the First Lien Obligations Documents are subordinated or pari passu with such DIP Financing, subordinate its Liens on the Common Collateral and any other collateral securing any Second Lien Obligations to such DIP Financing (and all Obligations relating thereto, including any “carve-out” from the Common Collateral granting administrative priority status or Lien priority to secure the payment of fees and expenses of the United States Trustee or professionals retained by any debtor or creditors’ committee agreed to by the Applicable First Lien Agent or the other First Lien Obligations Secured Parties) and to any adequate protection Liens granted to the Applicable First Lien Agent on the same basis as the Liens securing the First Lien Obligations are subordinated to the Liens securing the DIP Financing or to confirm the priorities with respect to Liens securing the First Lien Obligations under this Section 6.2 or by Section 6.4(b))Agreement, as applicable; provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap sum of (1) the aggregate amount of the First Lien Obligations (after taking into account any “roll-up” thereof) and (ii2) an amount equal to 100% of the Notes Collateral aggregate commitments (whether drawn or undrawn) under such then-existing revolving credit facilities, in each case determined as of the commencement of such Insolvency or Liquidation Proceeding. Each of the Applicable Second Lien Agent and each Second Lien Obligations Representative for itself and on behalf of the Noteholdersapplicable Second Lien Obligations Secured Parties further agrees that: (a) it will raise no objection to, and will not support any objection to or otherwise contest, any motion for relief from the Pari Passu Collateral Agent and automatic stay or from any injunction against foreclosure or enforcement in respect of any First Lien Obligations made by the Pari Passu LendersApplicable First Lien Agent, retain any relevant First Lien Obligations Representatives or any relevant First Lien Obligations Secured Party; (b) it will raise no objection to, will not support any objection to or otherwise contest, any lawful exercise by any First Lien Obligations Secured Party of the right to object credit bid the First Lien Obligations under Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law) or at any sale in foreclosure or in any Insolvency or Liquidation Proceeding of any Common Collateral or other collateral securing any First Lien Obligations; (c) it will raise no objection to, will not support any objection to or otherwise contest, any ancillary agreements other request for judicial relief made in any court by any First Lien Obligations Secured Party relating to the lawful enforcement of any Lien on any Common Collateral or arrangements regarding Cash other collateral securing any First Lien Obligations; or (d) except as set forth below, it will raise no objection to, will not support any objection to or otherwise contest, any order relating to a sale of any Common Collateral use of any Pledgor for which any First Lien Obligations Representative has consented that provides, to the extent that the sale is to be free and clear of Liens, that the Liens securing the First Lien Obligations and the Second Lien Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens securing the First Lien Obligations do to the Liens securing the Second Lien Obligations in accordance with this Agreement, provided that the applicable Second Lien Obligations Secured Parties may assert any objection to the proposed bidding or related sale procedures to be utilized in connection with a sale or disposition that could be asserted by an unsecured creditor in any Insolvency or Liquidation Proceeding; without limiting the DIP Financing foregoing, the Applicable Second Lien Agent and each Second Lien Obligations Representative, for itself and on behalf of the applicable Second Lien Obligations Secured Parties, agrees that it may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provisions of any other Bankruptcy Law) with respect to the Liens granted to such person in respect of such assets. In addition, the Second Lien Obligation Secured Parties are materially prejudicial not deemed to their interestshave waived any rights to credit bid on the Common Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the First Lien Obligations.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or lease of such cash or other collateral, unless each Senior Representative or any other Senior Secured Party shall oppose or object to such use of cash collateral (in which case, no Second Priority Representative nor any other Second Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) such DIP Financing, unless each Senior Representative or any other Senior Secured Party shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Second Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent and Senior Representatives; (c) any motion for relief from the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (d) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any ancillary agreements Lien on Senior Collateral; or arrangements regarding Cash (f) any order relating to a sale or other disposition of assets of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to 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 notice received two Business Days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations Unless and until the Discharge of Working Capital Facility ObligationsSenior Debt Obligations has occurred, if any Obligor Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared cash or other Collateral or to consent (iior not object) to permit any Obligor to obtain Grantor’s obtaining financing (whether from a Senior Secured Party or otherwise) under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then, unless the Designated Senior Representative shall then the Notes oppose or object to such sale, use or lease of such cash or other Collateral Agentor such DIP Financing, each Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company extent permitted by the proviso in clause (ii) of Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Debt Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Debt Obligations under this Agreement, (y) any “carve-out” for professional and United States Trustee fees agreed to by the same extent as provided herein with respect Senior Representatives, and (z) and any adequate protection Liens granted to any Senior Representative or any Senior Secured Party. Unless and until the Working Capital Facility Discharge of Senior Debt Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that it will raise no (a) objection to (and will not request adequate protection otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Debt Obligations made by the Designated Senior Representative, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Debt Obligations at any sale in foreclosure of Senior Collateral or otherwise under Section 363(k) of the Bankruptcy Code or any similar provision of any other relief Bankruptcy Law, (c) except as otherwise set forth in connection therewith Section 5.04 hereof, objection to (except, as expressly agreed and will not otherwise contest) any other motion filed by the Working Capital Facility Collateral Agent Senior Representative in any such Insolvency or Liquidation Proceeding that is otherwise consistent with the terms hereof or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor (including pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) for which the Designated Senior Representative has consented that provides, to the extent permitted by this Section 6.2 such sale or by Section 6.4(b)); providedother disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Debt Obligations and the Second Priority Debt Obligations will attach to the proceeds of the DIP Financing plus sale on the aggregate outstanding principal amount same basis of Working Capital Facility Indebtedness plus priority as the aggregate face amount of any letters of credit issued and not reimbursed under Liens on the Working Capital Facility Shared Collateral securing the Senior Debt Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement does not exceed the Working Capital Facility Debt Cap and or (ii) the Notes net proceeds of such sale will be applied to the payment of Senior Debt Obligations; provided, however, that notwithstanding anything to the contrary herein, any Second Priority Representative or Second Priority Debt Party may raise any objection to the bidding and related procedures proposed to be utilized in connection with such sale or other disposition that may be raised by an unsecured creditor of any Grantor (without limiting the foregoing, each Second Priority Representative, for itself and on behalf of each other Second Priority Debt Party under its Second Priority Debt Facility, agrees that it may not raise any objection based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or comparable provisions of any other Bankruptcy Law) with respect to Liens granted to such Person in respect of such assets); provided further that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral Agent in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Debt Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that (x) it will be deemed to have consented under Section 363 of the Noteholders, Bankruptcy Code (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object otherwise) to any ancillary agreements sale or arrangements regarding Cash other disposition of the Shared Collateral use supported by the Designated Senior Representative under Section 363 of the Bankruptcy Code and (y) notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. Notwithstanding any other provision hereof to the contrary, each Second Priority Representative and each Second Priority Collateral Agent, for itself and on behalf of the Second Priority Debt Parties represented by it, agrees that (A) without the consent of the Senior Secured Parties, none of such Second Priority Representative or such Second Priority Collateral Agent, the Second Priority Debt Parties represented by it or any agent or the trustee on behalf of any of them shall provide any DIP Financing to any Grantor, (B) without the consent of the Senior Secured Parties, none of such Second Priority Representative or such Second Priority Collateral Agent, the Second Priority Debt Parties represented by it or any agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of any of the Grantors or their respective assets that are materially prejudicial allocates or ascribes any value whatsoever to any of the Restricted Assets and (C) without the consent of the First Lien Secured Parties, none of such Second Priority Representative or such Second Priority Collateral Agent, the Second Priority Debt Parties represented by it or any agent or trustee on behalf of any of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise challenge, dispute or object, whether directly or indirectly, to any valuation of any of the Grantors or their interestsrespective assets, or otherwise take any position with respect to such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Restricted Assets.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Senior Credit Agreement or, if no Senior Credit Agreement exists, under the other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral and any other collateral to 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 Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the Intercreditor Agent and the Noteholdersor any holder of Senior Lender Claims, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain (c) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any ancillary agreements Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second-Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, and if the Working Capital Facility Senior Collateral Agent or (with the prior written consent of the Senior Collateral Agent and the Majority Senior Parties) any Working Capital Facility Lender Senior Representative, shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing cash collateral under Section 364 of the Bankruptcy Code or to provide financing to any Grantor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative agrees, on behalf of itself and the Noteholdersother Second Priority Secured Parties, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lendersthat each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than to, nor support any other debtor in possession financing available Person objecting to, and will not otherwise contest, the use of such cash collateral or to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating theretob) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request or accept adequate protection or any other relief in connection therewith with the use of such cash collateral or such DIP Financing except as set forth in Section 6.04 and (exceptc) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Shared Collateral (i) to such DIP Financing on the same terms as the Senior Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), as expressly (ii) to any adequate protection provided to the Senior Secured Parties or the Second Priority Secured Parties, (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the Working Capital Facility Senior Collateral Agent or the other Senior Secured Parties, and (iv) agrees that notice received two (2) calendar days prior to the extent permitted by this Section 6.2 entry of an order approving such usage of cash collateral or by Section 6.4(b)); approving such financing shall be adequate notice. Notwithstanding anything herein to the contrary, prior to the Discharge of the Senior Obligations, each Second Priority Representative, for itself and on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility, agrees that unless no Senior Secured Party has committed or consented to provide or provided, that or consented to or supported any other Person committing to provide or providing, any DIP Financing, no such Second Priority Secured Party will (ix) commit or consent to provide, or provide, any DIP Financing, without the aggregate principal amount prior written consent of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Senior Collateral Agent and the Noteholders, and Majority Senior Parties or (y) consent to or support any other Person (other than the Pari Passu Senior Collateral Agent or any Senior Representative or other Secured Party as provided in the immediately preceding sentence) committing to provide or providing any DIP Financing which is not supported by the Senior Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsMajority Senior Parties.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if If any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral First Lien Agent or any Working Capital Facility other First Lien Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared cash collateral that constitutes Collateral or (ii) to permit any Obligor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code that is to be secured by any of the Collateral (“DIP Financing”), and if (x) the DIP Financing is secured by Liens on the Collateral that are senior to or pari passu with the Liens of the First Lien Lenders on the Collateral and (y) to the extent the First Lien Lenders receive additional or replacement liens on post-petition assets in connection with such DIP Financing and the Second Lien Agent, for the benefit of the Noteholders, receives additional or replacement liens on such post-petition assets that are junior and subordinate to the First Lien Lenders’ replacement liens to the same extent as the Second Lien Agent’s Liens on the Collateral are junior and subordinate to the First Lien Lenders’ Liens on the Collateral, then the Notes Collateral Second Lien Agent, on behalf of itself and the other Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that (a) it will not raise no any objection to such Cash Collateral use of cash collateral or DIP Financing; provided that the Second Lien Agent may object to such DIP Financing if (A) any such cash collateral use or DIP Financing compels any Obligor to seek confirmation of a specific Plan of Reorganization for which all or substantially all of the material terms are set forth in the cash collateral order or DIP Financing documentation, (provided that B) the terms of such DIP Financing or cash collateral use require any Obligor to seek approval for any Plan of Reorganization that is on not a Conforming Plan of Reorganization, or (C) the terms and conditions no less favorable of such DIP Financing require the Noteholders to the Company and its subsidiaries than any other debtor in possession financing available extend additional credit pursuant to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating theretob) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and it will not request adequate protection or any other relief in connection therewith that is not otherwise permissable under Section 6.4, and (except, c) it will subordinate its Liens in the Collateral to such DIP Financing (and all obligations secured thereby) on the same basis as expressly agreed by the Working Capital Facility Collateral Agent or Liens securing the Noteholder Debt are subordinated to the extent permitted by Liens securing First Lien Debt under this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsAgreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and shall move for the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit approval of the use of “Cash Collateral” (as such term is defined in Section 363(a) cash collateral or of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”)) under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law, then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach Second Priority Lender, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing to, and will not support any objection to, and will not otherwise contest (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the marketa) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared First Priority Collateral to the Liens securing such DIP Financing (and all obligations relating theretothe “DIP Financing Liens”) or the use of cash collateral that constitutes First Priority Collateral, in each case unless the same priorities and First Priority Agent or the First Priority Lenders shall then object or support an objection to the same extent as provided herein with respect to the Working Capital Facility such DIP Financing, DIP Financing Liens or use of cash collateral, and will not request object on the basis of lack of adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing the First Priority Claims under the applicable Credit Agreement or, if no such Credit Agreement exists, under the other First Priority Documents are subordinated or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the pari passu with such DIP Financing plus Liens, will subordinate its Liens in the aggregate outstanding principal amount First Priority Collateral to such DIP Financing Liens on the same basis as the other Liens on First Priority Collateral securing the Second Priority Claims are so subordinated to Liens securing First Priority Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus First Priority Claims made by the aggregate face amount First Priority Agent or any holder of First Priority Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain First Priority Claims of the right to object credit bid First Priority Claims at any sale in foreclosure of First Priority Collateral, (d) any other request for judicial relief made in any court by any holder of First Priority Claims relating to the lawful enforcement of any ancillary agreements Lien on First Priority Collateral or arrangements regarding Cash (e) any order relating to a sale of First Priority Collateral use for which the First Priority Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First Priority Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the ABL Agent or the DIP Financing that Term Loan Agents in any Insolvency or Liquidation Proceeding are materially prejudicial intended by the parties hereto to their interestsbe and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale or use of “Cash Collateral” collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit any Obligor to obtain the Borrower’s or other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Priority Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale or use of collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of any letters of credit issued and not reimbursed Liens securing the Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under the Working Capital Facility this Agreement does not exceed the Working Capital Facility Debt Cap and (iiy) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (c) objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest or oppose and will be deemed to have consented to) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility Obligationsthe First Lien Obligations has occurred, if the Parent, the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility First Lien Collateral Agent Agent, any First Lien Authorized Representative or any Working Capital Facility Lender First Lien Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Parent’s, the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second Lien Authorized Representative, for itself and on behalf of itself and the Noteholdersits Second Lien Secured Parties, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that (a) it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First Lien Obligations are subordinated or pari passu with such DIP Financing, will subordinate (except, and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as expressly the Liens securing the Second Lien Obligations are so subordinated to Liens securing the First Lien Obligations under this Agreement and (y) to any “carve-out” for professional and United States Trustee fees agreed to by the Working Capital Facility First Lien Collateral Agent or the First Lien Authorized Representatives, (b) it will raise no objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of the First Lien Obligations made by the First Lien Collateral Agent, any First Lien Authorized Representative or any First Lien Secured Party, (c) it will raise no objection to (and will not otherwise contest) any lawful exercise by any First Lien Secured Party of the right to credit bid First Lien Obligations at any sale in foreclosure of any First Lien Collateral, (d) it will raise no objection to (and will not otherwise contest) any other request for judicial relief made in any court by any First Lien Secured Party relating to the lawful enforcement of any Lien on any First Lien Collateral or (e) it will raise no objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of any asset of any Grantor for which the First Lien Collateral Agent has consented that provides, to the extent permitted by this Section 6.2 such sale or by Section 6.4(b)); providedother disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the First Lien Obligations and the Second Lien Obligations will attach to the proceeds of the DIP Financing plus sale on the aggregate outstanding principal amount same basis of Working Capital Facility Indebtedness plus priority as the aggregate face amount Liens on the Shared Collateral securing the First Lien Obligations rank to the Liens on the Shared Collateral securing the Second Lien Obligations pursuant to this Agreement. Each Second Lien Authorized Representative, for itself and on behalf of any letters its Second Lien Secured Parties, agrees that notice received two Business Days prior to the entry of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements an order approving such usage of cash or arrangements regarding Cash Collateral use other collateral or the DIP Financing that are materially prejudicial to their interestsapproving such financing shall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender Senior Creditor shall desire (i) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of cash or other collateral or to provide to the Bankruptcy Code) constituting Shared Collateral Borrower or (ii) any other Grantor, or permit the Borrower or any other Grantor to permit any Obligor to obtain obtain, financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (such financing, whether or not provided by any First Lien Agent or Senior Creditor, a “DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lendersagrees that it will be deemed to have consented to, will raise no objection to to, and will not otherwise contest or oppose (or join or support any objection to, contest of or opposition to) (i) such Cash Collateral sale, use or lease of cash or other collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request or accept adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by Section 6.3) and, to the extent the Liens securing the Senior Creditor Claims under the Senior Creditor Documents are subordinated or pari passu with the Liens securing such DIP Financing, will subordinate (or be deemed to have subordinated) its Liens in the Common Collateral (and such subordination will not alter in any manner the terms of this Section 6.2 Agreement) to (A) the Liens securing 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 Creditor Claims under this Agreement, (B) any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Designated Agent or by Section 6.4(b))the First Priority Collateral Agent (or the First Priority Collateral Agent at the direction of the First Priority Designated Agent) or any of the Senior Creditors and (C) any adequate protection provided to any of the First Lien Agents or any of the Senior Creditors in connection therewith; provided, that (i) that, in the case of any such DIP Financing, the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness Senior Creditor Claims plus the aggregate face amount of any letters of credit issued and not reimbursed outstanding under the Working Capital Facility Agreement Senior Creditor Documents does not exceed the Working Capital Facility Debt DIP Cap and (ii) Amount; provided that the Notes Collateral Agent Second Priority Agents and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, other Second Priority Secured Parties retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the provision in any proposed DIP Financing that (i) requires the sale, liquidation or other disposition of material assets that do not constitute Common Collateral or (ii) requires specific and material terms of a plan of reorganization other than terms for a sale, liquidation or other disposition of Common Collateral and payment in full in cash of such DIP Financing, provided, further, however, that for the avoidance of doubt, plan terms regarding the sale, liquidation or other disposition of non-material assets are materially prejudicial not material terms. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, further agrees that it will be deemed to their interestshave consented to, will raise no objection to, and will not otherwise contest or oppose (or join or support any objection to, contest of or opposition to) (i) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Creditor Claims made by any First Lien Agent or Senior Creditor, (ii) any assertion by any First Lien Agent or Senior Creditor of the right to credit bid any Senior Creditor Claims (including under Section 363(k) of the Bankruptcy Code or any similar provision of any other applicable Bankruptcy Law), (iii) any other request for judicial relief made in any court by any holder of Senior Creditor Claims seeking to enforce any Lien or Senior Creditor Collateral or (iv) any motion or order relating to a sale of assets of any Grantor (including under Section 363 or Section 1129 of the Bankruptcy Code or any similar provision of any other applicable Bankruptcy Law) for which any First Lien Agent has consented so long as such order provides, to the extent such sale is to be free and clear of Liens, that the Liens securing the Senior Creditor Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Creditor Collateral do to the Liens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to, and will not support any objection to, and will not otherwise contest (and shall be deemed to have consented to) (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that the Liens on such Common Collateral and any other collateral shall be automatically subordinated to (i) the aggregate principal amount of the Liens granted in connection with such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of any letters of credit issued and not reimbursed other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under the Working Capital Facility this Agreement does not exceed the Working Capital Facility Debt Cap and (ii) any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral First Priority Designated Agent and each Second Priority Agent (on behalf of each applicable Second Priority Secured Party) shall confirm such priority upon request of any First Lien Agent or the NoteholdersBorrower, and (b) any motion for relief from the Pari Passu Collateral automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by any First Lien Agent and the Pari Passu Lendersor any holder of Senior Lender Claims, retain (c) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral pursuant to Section 363(k) of the Bankruptcy Code or otherwise free and clear of the Liens on the Common Collateral securing the Second Priority Claims or other claims under Section 363 of the Bankruptcy Code or otherwise (so long as the respective interests of the Second Priority Secured Parties attach to any ancillary agreements net proceeds thereof subject to the relative priorities in this Agreement), (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral, (e) a sale or arrangements regarding Cash Collateral use other Disposition, a motion to sell or Dispose or the DIP Financing bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code (any such sale or motion, a “Section 363 Event” and any notice or ruling issued by a court of competent jurisdiction in respect of such Section 363 Event, a “Section 363 Notice”) if (1) the requisite holders of Senior Lender Claims shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral, and (2) the respective interests of the Second Priority Secured Parties will attach to the proceeds of the sale in the same respective priorities as set forth in this Agreement or (f) any order relating to a sale of assets of any Grantor for which any First Lien Agent has consented that are materially prejudicial provides, to their intereststhe extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral do to the Liens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if If any Obligor Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit any Obligor Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Second Lien Agent, on behalf of itself and the Noteholderseach Second Lien Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by Section 6.3) and, to the extent the Liens securing the First Lien Claims under the First Lien Credit Agreement or, if no First Lien Credit Agreement exists, under the other First Lien Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral and any other collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Lien Claims are so subordinated to Liens securing First Lien Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Lien Claims made by the First Lien Agent or any holder of First Lien Claims, (c) any lawful exercise by any holder of First Lien Claims of the right to credit bid First Lien Claims at any sale in foreclosure of First Lien Collateral, (d) any other request for judicial relief made in any court by any holder of First Lien Claims relating to the lawful enforcement of any Lien on First Lien Collateral or (e) any order relating to a sale of assets of any Grantor for which the First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First Lien Claims and the Second Lien Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the First Lien Collateral do to the Liens securing the Second Lien Collateral in accordance with this Agreement provided, however, that the provisions of this Section 6.2 or by Section 6.4(b)); provided, that 6.1 shall only be applicable as to the Second Lien Agent and the Second Lien Secured Parties if the sum of (x) the aggregate principal amount of the DIP Financing and (y) the aggregate principal amount of the pre-petition First Lien Claims (other than First Lien Claims arising under Secured Hedge Agreements) does not exceed the sum of (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed pre-petition First Lien Claims (other than First Lien Claims arising under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Secured Hedge Agreements) and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests$100,000,000.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Lender Claims has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Borrower or any other Grantor to obtain interim financing under Section 363(a) 50.6 of the Bankruptcy Code) constituting Shared Collateral or and Insolvency Act (ii) to permit any Obligor to obtain financing under Canada), Section 364 11.2 of the Companies Creditors’ Arrangement Act or any other applicable provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing to, and will not support any objection to, and will not otherwise contest (provided that a) such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than will not request any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility Obligations (subject to Senior Lender Claims under the principal amount thereof not exceeding the Working Capital Facility Debt Cap) Senior Lender Documents are subordinated to or pari passu with the Liens securing such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective its Liens on in the Shared Common Collateral and any other collateral to (x) the Liens securing such DIP Financing (and all obligations Obligations relating thereto) in on the same priorities basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from any stay of proceedings or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the First Lien Agent or any holder of Senior Lender Claims, (c) any lawful exercise by any holder of Senior Lender Claims of the right to credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral under applicable Bankruptcy Laws, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral, or (e) any order relating to a sale of assets of any Grantor for which the First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral do to the Liens securing the Second Priority Collateral in accordance with this Agreement. Further, if any First Lien Agent consents to any court-ordered administration charge securing the payment of professional fees, any court-ordered directors and officers charge securing the indemnity of a Grantor to such officers and directors or to any analogous or similar court-ordered charges, each Second Priority Agent agrees that it will raise no objection to such court-ordered priority charges, and to the same extent as provided herein with respect to that the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of Liens securing the DIP Financing plus and/or the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus First Lien Obligations are subordinated to or pari passu with such court-ordered charges, the aggregate face amount of any letters of credit issued and Second Priority Agent will not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash its Liens in the Collateral use or being subordinate to the DIP Financing that are materially prejudicial to their interestsLiens securing such court-ordered charges.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and shall move for the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit approval of the use of “Cash Collateral” (as such term is defined in Section 363(a) cash collateral or of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”)) under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law, then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach Second Priority Holder, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash DIP Financing, the Liens on First Priority Collateral use or securing such DIP Financing (provided the “DIP Financing Liens”) or the use of cash collateral that constitutes First Priority Collateral, in each case unless any First Priority Agent or First Priority Holders shall then object or support an objection to such DIP Financing, DIP Financing is Liens or use of cash collateral, and will not object on terms and conditions no less favorable to the Company and its subsidiaries than basis of lack of adequate protection or seek any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility Obligations (subject to First Priority Claims under the principal amount thereof not exceeding the Working Capital Facility Debt Cap) First Priority Documents are subordinated to or pari passu with such DIP FinancingFinancing Liens, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective its Liens in the First Priority Collateral to such DIP Financing Liens on the Shared same basis as the other Liens on First Priority Collateral securing the Second Priority Claims are so subordinated to Liens securing First Priority Claims under this Agreement; provided, (i) any Term/Note Agent and any Term/Note Holder may object to (A) any DIP Financing proposed to be secured by Liens on the Term/Note Priority Collateral ranking senior to or pari passu with the Liens on the Term/Note Priority Collateral securing the Term/Note Claims, and (B) any use of cash collateral constituting Term/Note Priority Collateral, (ii) any ABL Agent or ABL Lender may object to (A) any DIP Financing proposed to be secured by Liens on the ABL Priority Collateral ranking senior to or pari passu with the Liens on the ABL Priority Collateral securing the ABL Claims, and (B) any use of cash collateral constituting ABL Priority Collateral and (iii) the terms of such DIP Financing do not require any Grantor to seek approval for any plan of reorganization that is inconsistent with this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Priority Claims made by any First Priority Agent or any holder of First Priority Claims with regard to First Priority Collateral, (c) any lawful exercise by any holder of First Priority Claims of the right to credit bid First Priority Claims at any sale in foreclosure of First Priority Collateral, (d) any other request for judicial relief made in any court by any holder of First Priority Claims relating to the lawful enforcement of any Lien on First Priority Collateral or (e) any order relating to a sale of First Priority Collateral for which any First Priority Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing such DIP Financing (the First Priority Claims and all obligations relating thereto) in the Second Priority Claims will attach to the proceeds of the sale on the same priorities and basis of priority as set forth in this Agreement; provided that all Liens granted to the same extent as provided herein with respect ABL Agents or the Term/Note Agents in any Insolvency or Liquidation Proceeding are intended by the parties hereto to be and shall be deemed to be subject to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent Lien priority and the Noteholders, other terms and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsconditions of this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company, any Obligor Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Senior Representative shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in cash or other Senior Collateral under Section 363(a) 363 of the Bankruptcy Code) constituting Shared Collateral Code or any similar provision of any other Bankruptcy Law or to consent (iior not object) to permit the Company’s, any Obligor to obtain Borrower’s or any other Grantor’s obtaining financing (including, for the avoidance of doubt, from any Senior Secured Party) under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other Senior Collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company extent permitted by the provisos in clause (ii) of Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with the Liens securing such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities and basis as the Liens securing the Second Priority Debt Obligations are so subordinated to the same extent as provided herein Liens securing Senior Obligations under this Agreement, (y) all adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees or payment of any other amounts agreed to by the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that, until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of any Senior Collateral made by any Senior Representative or any other Senior Secured Party, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law in any Insolvency or Liquidation Proceeding), or any exercise of rights under Section 1111(b) of the Bankruptcy Code (or any similar provision under any applicable Bankruptcy Law) with respect to the Working Capital Facility Senior Collateral, (c) objection to (and will not request adequate protection or otherwise contest) any other request for judicial relief made in connection therewith any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (exceptd) objection to (and will not otherwise contest or oppose) any order relating to a sale, as expressly agreed by the Working Capital Facility Collateral Agent appropriation, application or other disposition of assets of any Grantor for which any Senior Representative has consented (or does not object to) that provides, to the extent permitted such sale, appropriation, application or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement, provided, however, any Second Priority Debt Party may raise any objection to the bidding or related procedures proposed to be utilized in connection with such sale of assets that could be raised by this an unsecured creditor of the Grantors, and provided further that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale, appropriation, application or disposition under Section 6.2 363(k) of the Bankruptcy Code (or by Section 6.4(bany similar provision in any Bankruptcy Law)), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations; provided, however, that nothing in this Section 6.01 shall prohibit any Second Priority Debt Party from (i1) the aggregate principal amount exercising its rights to vote in favor of the or against a plan of reorganization or similar dispositive restructuring plan in a manner consistent with, and not in violation of, this Agreement (including Section 6.05(b)), (2) proposing a DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements Grantor that is junior to the Senior Obligations, or arrangements regarding Cash Collateral use or the (c) objecting to any provision in any proposed DIP Financing that are materially prejudicial to their interestsrelating, describing or requiring the material provisions or content of a plan of reorganization or similar dispositive restructuring plan.

Financing Issues. From the incurrence Each of the Working Capital Facility Obligations Secured Parties and their corresponding Representatives acknowledges and agrees that, until the Discharge of Working Capital Facility Superpriority Secured Obligations, if any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use Obligor, as debtor-in-possession, moves for approval of “Cash Collateral” (as such term is defined debtor-in-possession financing in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing a proceeding under Section 364 Chapter 11 of the Bankruptcy Code (a “DIP Financing”), then (i) all of the Claims arising under, derived from, based upon, or secured pursuant to the Superpriority Notes Collateral Agent, on behalf of itself and the NoteholdersSuperpriority Notes Indenture, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, make whole amount, and the Pari Passu Collateral Agentother charges arising thereunder or related thereto (“Superpriority Notes Claims”), on behalf of the Pari Passu Lenders, will raise no objection to such Cash Collateral use shall be refinanced or DIP Financing (provided that “rolled-up” into such DIP Financing is on terms and conditions no less favorable deemed to constitute obligations due under the DIP Financing, and receive the benefit of all collateral, priority and other protections thereunder, and (ii) such party will not oppose nor object to the Company and its subsidiaries than refinancing or “rolling-up” of the Superpriority Notes Claims into any other debtor in possession financing available to the Company in the market) and such DIP Financing to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens liens securing such DIP Financing rank senior or pari passu (and all obligations relating theretoincluding pursuant to an intercreditor agreement) in with the same priorities and to liens on any collateral for the same extent as provided herein benefit of such Secured Party. For the avoidance of doubt, any Obligor shall not require any consent from any Secured Party or their corresponding Representative with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by rolling of the Working Capital Facility Collateral Agent or to Superpriority Notes Claims into such DIP Financing. To the extent permitted by this Section 6.2 applicable law, the Issuer and each Obligor hereby acknowledges and agrees that it shall not (whether as Obligor or by Section 6.4(b)); providedas debtor-in-possession) agree to, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of or move for approval of, any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsdoes not refinance or “roll up” the Superpriority Notes Claims into such DIP Financing.

Financing Issues. From The Junior Lien Collateral Agent, each Junior Lien Representative and each other Junior Lien Secured Party agree that if the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency Proceeding and or Liquidation Proceeding: (a) if the Working Capital Facility First Lien Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“DIP Financing”), including if such DIP Financing is secured by Liens senior in priority to the Liens securing the Indenture Obligations or the other Junior Lien Obligations, then the Notes Junior Lien Collateral AgentAgent and each Junior Lien Representative, each on behalf of itself and the Noteholderseach applicable Junior Lien Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.2) and, to the extent the Liens securing the First Lien Obligations are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral and any other collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Junior Lien Obligations are so subordinated to the First Priority Liens securing the First Lien Obligations; (b) none of them will object to, or otherwise contest (or support any other Person contesting), any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Lien Obligations made by Section 6.4(bthe First Lien Collateral Agent or any First Lien Secured Party; (c) none of them will object to, or otherwise contest (or support any other Person contesting)); provided, any order relating to a sale of assets of the Company or any Grantor for which the First Lien Collateral Agent has consented that provides, to the extent that sale is to be free and clear of Liens, that the Liens securing the First Lien Obligations and the Junior Lien Obligations will attach to the proceeds of the sale on the same basis of priority as the existing Liens in accordance with this Agreement; (d) none of them will seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Common Collateral, the First Lien Collateral or any other collateral without the prior written consent of the First Lien Collateral Agent; (e) none of them will object to, or otherwise contest (or support any other Person contesting), (i) any request by the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of First Lien Collateral Agent or any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and First Lien Secured Party for adequate protection or (ii) any objection by the Notes First Lien Collateral Agent or any First Lien Secured Party to any motion, relief, action or proceeding based on the First Lien Collateral Agent’s or such First Lien Secured Party’s claiming a lack of adequate protection; (f) none of them will assert or enforce any claim under Section 506(c) of the Bankruptcy Code senior to or on a parity with the Liens securing the First Lien Obligations for costs or expenses of preserving or disposing of any Common Collateral or First Lien Collateral; (g) none of them will oppose or otherwise contest (or support any Person contesting) any lawful exercise by the First Lien Collateral Agent or any First Lien Secured Party of the right to credit bid First Lien Obligations at any sale of Common Collateral or First Lien Collateral; and (h) none of them will challenge (or support any other Person challenging) the validity, enforceability, perfection or priority of the First Priority Liens on Common Collateral or First Lien Collateral (and the First Lien Collateral Agent and the NoteholdersFirst Lien Secured Parties agree not to challenge the validity, and enforceability, perfection or priority of the Pari Passu Liens in favor of the Junior Lien Collateral Agent and each other Junior Lien Secured Party on the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsCommon Collateral).

Financing Issues. From the incurrence of the Working Capital Facility Obligations until (a) Until the Discharge of Working Capital Facility ObligationsABL Claims has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and shall move for the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit approval of the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) cash collateral constituting Shared ABL Priority Collateral or (ii) to permit any Obligor to obtain the proceeds thereof or of financing under Section 364 of the Bankruptcy Code (“DIP Financing”)) under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law, then the Notes Collateral each Term Loan Agent, on behalf of itself and the Noteholderseach Term Loan Lender, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing to, and will not support any objection to, and will not otherwise contest (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the marketa) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating theretothe “ABL DIP Financing Liens”) or the use of cash collateral that constitutes ABL Priority Collateral or the proceeds thereof, in each case unless the same priorities and ABL Agent or the ABL Lenders shall then object or support an objection to the same extent as provided herein with respect to the Working Capital Facility such DIP Financing, ABL DIP Financing Liens or use of such cash collateral, and will not request object on the basis of lack of adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing the ABL Claims under the ABL Credit Agreement or, if no such ABL Credit Agreement exists, under the other ABL Loan Documents are subordinated or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the pari passu with such ABL DIP Financing plus Liens, will subordinate its Liens in the aggregate outstanding principal amount ABL Priority Collateral to such ABL DIP Financing Liens on the same basis as the other Liens on ABL Priority Collateral securing the Term Loan Claims are so subordinated to Liens securing ABL Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus ABL Claims or ABL Priority Collateral made by the aggregate face amount ABL Agent or any holder of ABL Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain ABL Claims of the right to object credit bid ABL Claims at any sale in foreclosure of ABL Priority Collateral, (d) any other request for judicial relief made in any court by any holder of ABL Claims relating to the lawful enforcement of any Lien on ABL Priority Collateral or (e) any order relating to a sale of ABL Priority Collateral for which the ABL Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the ABL Claims and the Term Loan Claims will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the ABL Agent or the Term Loan Agents in any Insolvency or Liquidation Proceeding are intended by the parties hereto to be and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement. (b) Until the Discharge of Term Loan Claims has occurred, if the Company or any other Grantor shall be subject to any ancillary agreements Insolvency or arrangements regarding Cash Liquidation Proceeding and shall move for the approval of the use of cash collateral constituting Term Loan Priority Collateral use or the proceeds thereof or of DIP Financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law, then the ABL Agent, on behalf of itself and each ABL Lender, agrees that it will raise no objection to, and will not support any objection to, and will not otherwise contest (a) such DIP Financing, the Liens on Term Loan Priority Collateral securing such DIP Financing (the “Term Loan DIP Financing Liens”) or the use of cash collateral that constitutes Term Loan Priority Collateral or the proceeds thereof, in each case unless the Term Loan Agents or the Term Loan Lenders shall then object or support an objection to such DIP Financing, Term Loan DIP Financing Liens or use of such cash collateral, and will not object on the basis of lack of adequate protection or any other relief in connection therewith and, to the extent the Liens securing the Term Loan Claims under the Term Loan Credit Agreement or, if no such Term Loan Credit Agreement exists, under the other Term Loan Documents are materially prejudicial subordinated or pari passu with such Term Loan DIP Financing Liens, will subordinate its Liens in the Term Loan Priority Collateral to their interestssuch Term Loan DIP Financing Liens on the same basis as the other Liens on Term Loan Priority Collateral securing the ABL Claims are so subordinated to Liens securing Term Loan Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Term Loan Claims or Term Loan Priority Collateral made by the Term Loan Agents or any holder of Term Loan Claims, (c) any lawful exercise by any holder of Term Loan Claims of the right to credit bid Term Loan Claims at any sale in foreclosure of Term Loan Priority Collateral, (d) any other request for judicial relief made in any court by any holder of Term Loan Claims relating to the lawful enforcement of any Lien on Term Loan Priority Collateral or (e) any order relating to a sale of Term Loan Priority Collateral for which the Term Loan Agents have consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Term Loan Claims and the ABL Claims will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the ABL Agent or the Term Loan Agents in any Insolvency or Liquidation Proceeding are intended by the parties hereto to be and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement.

Financing Issues. From (a) Until the incurrence of the Working Capital Facility Senior Obligations until the Discharge of Working Capital Facility Obligationsare paid in full, if any Obligor shall be subject to any an Insolvency Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Majority Senior Noteholders shall desire (i) to permit the use use, sale or lease of “Cash Collateralcash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code; herein “Cash Collateral”) constituting Shared Collateral on which the Senior Creditor or (ii) any other creditor has a Lien or to permit any such Obligor to obtain financing under Section Sections 363 or 364 of the Bankruptcy Code or any law, whether from the Senior Creditor or any other Person (each, a “DIP Post-Petition Financing”), then the Notes Collateral AgentSubordinated Creditor agrees that it will not contest, on behalf of itself and the Noteholdersprotest or object to (or support any other Person contesting, protesting or objecting to), and the Pari Passu Collateral AgentSubordinated Creditor will be deemed to have consented to, on behalf such use of the Pari Passu Lenders, will raise no objection to such Cash Collateral use or DIP Post-Petition Financing (provided that such DIP Financing and, so long as the Subordinated Creditor is on terms and conditions no less favorable permitted to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent retain the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP FinancingSubordinated Obligations, the Notes Collateral Agent and the Pari Passu Collateral Agent Subordinated Creditor will subordinate their respective its Liens on in the Shared Collateral securing the Subordinated Obligations to (i) the Liens securing such DIP Post-Petition Financing (and all obligations relating thereto), (ii) in the same priorities and any adequate protection provided to the same Senior Creditor in connection therewith and (iii) any “carve-out” for professionals and United States Trustee fees agreed to by the Senior Creditor. (b) If any Obligor shall become subject to any Insolvency Proceeding, the Subordinated Creditor agrees that no Subordinated Creditor shall provide to any Obligor, as debtor-in-possession, any Post-Petition Financing to the extent as provided herein that any Subordinated Creditor would, in connection with such financing, be granted a Lien on any existing or future property of any Obligor senior to or pari passu with the Lien of the Senior Notes Trustee with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestssuch property.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or shall desire to consent (or not object) to the Working Capital Facility Collateral Agent sale, use or lease of cash or other collateral or to consent (or not object) to the Borrower’s or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest (or support any person in objecting or otherwise contesting) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens granted to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Senior Collateral, (c) objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest or support any person in objecting to) any lawful exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest or support any ancillary agreements person in objecting to) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or arrangements regarding Cash (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the DIP Financing Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that are materially prejudicial notice received two (2) Business Days prior to their intereststhe entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Senior Lenders shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes Collateral extent the Liens securing the Senior Lender Claims under the Senior Credit Agreement or, if no Senior Credit Agreement exists, under the other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Security Property to 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 Liens securing Senior Lender Claims under this Agreement, (b) objection and will not otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Security Property, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Security Property or arrangements regarding Cash Collateral use (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent or the DIP Financing Senior Lenders have consented that are materially prejudicial provides, to their intereststhe extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Claims rank to the Liens securing the Second-Priority Claims in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’ or any Obligor to obtain other Grantor’s obtaining financing (including, for the avoidance of doubt, from any Senior Secured Party) under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cappermitted by Section 3.01(a) are subordinated to or pari passu with such DIP Financingand Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing the Senior Obligations under this Agreement, (y) all adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees or payment of any other amounts agreed to by applicable Senior Secured Parties. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, further agrees that until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law), (c) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor (including under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) for which the Designated Senior Representative has consented (or not objected) that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Section 6.2 or by Section 6.4(b))Agreement; provided, however, that nothing in this Section 6.01 shall prohibit any Junior Priority Debt Party from (ia) the aggregate principal amount subject to Section 6.05(b), exercising its rights to vote in favor of the or against a plan of reorganization, (b) proposing a DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of to any letters of credit issued and not reimbursed under the Working Capital Facility Agreement Grantor so long as such DIP Financing does not exceed the Working Capital Facility “roll up” any pre-petition Junior Priority Debt Cap and Obligations or (iic) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object objecting to any ancillary agreements or arrangements regarding Cash Collateral use or the provision in any DIP Financing that are materially prejudicial to their interestsrelating, describing or requiring any provision or content of a plan of reorganization.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until (a) Until the Discharge of Working Capital Facility ObligationsABL Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent ABL Representative or any Working Capital Facility Lender ABL Secured Party shall desire to consent (ior not object) to permit the use of “Cash ABL Priority Collateral (including, for the avoidance of doubt, cash collateral that is ABL Priority Collateral” ) or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (including, for the avoidance of doubt, any such financing that Refinances in whole or in part the ABL Obligations pursuant to a “rollup” or “roll-over”) secured by ABL Priority Collateral (“ABL Priority DIP Financing”), then the Notes Collateral Agenteach Term Priority Representative, for itself and on behalf of itself and the Noteholderseach Term Priority Debt Party under its Term Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to (and will not support any similar objection) and will not otherwise contest (or support any other Person contesting) (i) such Cash use of such ABL Priority Collateral, unless the ABL Representative shall oppose or object to such use of such ABL Priority Collateral use (in which case, no Term Priority Representative nor any other Term Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the ABL Secured Parties); (ii) such ABL Priority DIP Financing, unless the ABL Representative shall oppose or object to such ABL Priority DIP Financing; provided that the foregoing shall not prevent the Term Priority Debt Parties from proposing any other DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction, and, except to the extent expressly permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens on the ABL Priority Collateral securing any ABL Obligations are subordinated or pari passu with such ABL Priority DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the ABL Priority Collateral securing the Term Priority Debt Obligations to (x) the Liens securing such ABL Priority DIP Financing (and all obligations relating thereto) on the same basis as the Liens on the ABL Priority Collateral securing the Term Priority Debt Obligations are so subordinated to the Liens on the ABL Priority Collateral securing ABL Obligations under this Agreement, (y) any adequate protection Liens on ABL Priority Collateral provided to the ABL Secured Parties, and (z) any “carve-out” for court-approved professional and United States Trustee fees agreed to by the ABL Representative; (iii) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of ABL Obligations or the ABL Priority Collateral made by the ABL Representative or any other ABL Secured Party; (iv) any exercise by any ABL Secured Party of the right to credit bid ABL Obligations at any sale in foreclosure of ABL Priority Collateral under Section 363(k) of the Bankruptcy Code or other Applicable Law; (v) any other request for judicial relief made in any court by any ABL Secured Party relating to the lawful enforcement of any Lien on ABL Priority Collateral; or (vi) any order relating to a sale or other disposition of any ABL Priority Collateral of any Grantor to which the ABL Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the ABL Obligations and the Term Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the ABL Priority Collateral securing the ABL Obligations rank to the Liens on the ABL Priority Collateral securing the Term Priority Debt Obligations pursuant to this Section 6.2 Agreement (without limiting the foregoing, each Term Priority Representative, for itself and on behalf of each Term Priority Debt Party under its Term Priority Debt Facility, agrees that it may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or by Section 6.4(b)any comparable provisions of any other Bankruptcy Law) with respect to the Liens granted to such person in respect of such assets); providedprovided that the Term Priority Debt Parties are not deemed to have waived any rights to credit bid on the ABL Priority Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the ABL Obligations upon consummation thereof. Each Term Priority Representative, for itself and on behalf of each Term Priority Debt Party under its Term Priority Debt Facility, agrees that notice received at least two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such ABL Priority DIP Financing shall be adequate notice. (b) Until the Discharge of Term Priority Debt Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Term Priority Representative or any Term Priority Debt Party shall desire to consent (or not object) to the use of Term Priority Collateral (including, for the avoidance of doubt, cash collateral that is Term Priority Collateral) or to consent (or not object) to the Borrower’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (including, for the avoidance of doubt, any such financing that Refinances in whole or in part the Term Priority Debt Obligations pursuant to a “rollup” or “roll-over”) secured by Term Priority Collateral (“Term Priority DIP Financing”), then the ABL Representative, for itself and on behalf of the ABL Secured Parties under the ABL Facility, agrees that it will raise no objection to (and will not support any similar objection) and will not otherwise contest (or support any other Person contesting) (i) such use of such Term Priority Collateral, unless the aggregate principal amount Designated Term Priority Representative shall oppose or object to such use of such Term Priority Collateral (in which case, neither the DIP Financing plus ABL Representative or any other ABL Secured Party shall seek any relief in connection therewith that is inconsistent with the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus relief being sought by the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Term Priority Debt Cap and Parties); (ii) such Term Priority DIP Financing, unless the Notes Designated Term Priority Representative shall oppose or object to such Term Priority DIP Financing; provided that the foregoing shall not prevent the ABL Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction, and, except to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03, will not request adequate protection or any other relief in connection therewith and, to the extent the Liens on the Term Priority Collateral Agent securing any Term Priority Debt Obligations are subordinated or pari passu with such Term Priority DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the NoteholdersTerm Priority Collateral securing the ABL Obligations to (x) the Liens securing such Term Priority DIP Financing (and all obligations relating thereto) on the same basis as the Liens on the Term Priority Collateral securing the ABL Obligations are so subordinated to the Liens on the Term Priority Collateral securing Term Priority Debt Obligations under this Agreement, (y) any adequate protection Liens on Term Priority Collateral provided to the Term Priority Debt Parties, and (z) any “carve-out” for court-approved professional and United States Trustee fees agreed to by the Pari Passu Term Priority Representatives; (iii) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Term Priority Debt Obligations or the Term Priority Collateral Agent and the Pari Passu Lenders, retain made by any Term Priority Representative or any other Term Priority Debt Party; (iv) any exercise by any Term Priority Debt Party of the right to object credit bid Term Priority Debt Obligations at any sale in foreclosure of Term Priority Collateral under Section 363(k) of the Bankruptcy Code or other Applicable Law; (v) any other request for judicial relief made in any court by any Term Priority Debt Party relating to the lawful enforcement of any ancillary agreements Lien on Term Priority Collateral; or arrangements regarding Cash (vi) any order relating to a sale or other disposition of any Term Priority Collateral use of any Grantor to which any Term Priority Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Term Priority Debt Obligations and the ABL Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Term Priority Collateral securing the Term Priority Debt Obligations rank to the Liens on the Term Priority Collateral securing the ABL Obligations pursuant to this Agreement (without limiting the foregoing, the ABL Representative, for itself and on behalf of the ABL Secured Parties under the ABL Facility, agrees that it may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provisions of any other Bankruptcy Law) with respect to the Liens granted to such person in respect of such assets); provided that the ABL Secured Parties are not deemed to have waived any rights to credit bid on the Term Priority Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the Term Priority Debt Obligations upon consummation thereof. The ABL Representative, for itself and on behalf of the ABL Secured Parties under the ABL Facility, agrees that notice received at least two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such Term Priority DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if Holdings, the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Senior Collateral Agent Agent, any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit Holdings’, the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations provisos in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.04, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the Senior Obligations under the Credit Agreement or, if no Credit Agreement exists, under the other Senior Debt Documents are subordinated or pari passu with such DIP Financing, will subordinate (except, and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (a) such DIP Financing (and all obligations relating thereto) on the same basis as expressly the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement and (b) to any “carve-out” for professional and United States Trustee fees agreed to by the Working Capital Facility Senior Collateral Agent or the Senior Representatives; provided that (x) such DIP Financing shall not result in the voiding of the Liens under the Second Priority Debt Documents on the Shared Collateral securing the Second Priority Debt Obligations, which Liens shall remain subject to the extent permitted priority requirements described herein vis-à-vis the Liens securing the Senior Obligations (it being understood that any reduction in the value of the Liens under the Second Priority Debt Parties by this Section 6.2 or by Section 6.4(b)); provided, that (i) virtue of the aggregate principal amount mere existence of the DIP Financing plus and the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus priority Lien securing the aggregate face amount of any letters of credit issued and obligations thereunder shall not reimbursed be deemed to void the Liens under the Working Capital Facility Agreement does not exceed the Working Capital Facility Second Priority Debt Cap Parties for purposes of this clause (x)), and (iiy) the Notes all Liens on Shared Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to securing any ancillary agreements or arrangements regarding Cash Collateral use or the such DIP Financing that are materially prejudicial shall be senior to their interestsor on parity with the Liens under the Senior Collateral Documents on the Collateral securing the Senior Obligations and senior to the Liens under the Second Priority Debt Documents on the Collateral securing the Second Priority Debt Obligations.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or Liquidation Proceeding, (a) if any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company and its subsidiaries than extent permitted by Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to the (x) any and all Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement and (y) to any “carve-out” for professional and United States Trustee fees and any other customary expenses agreed to by the same extent as provided herein with respect Senior Representatives, (b) each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will raise no objection to the Working Capital Facility (and will not request adequate protection otherwise contest (i) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, ii) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral, (iii) any other request for judicial relief made in connection therewith (exceptany court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or iv) any motion or order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented that provides, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 such sale or by Section 6.4(b)); providedother disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to 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 notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing plus as set forth in the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsimmediately preceding sentence shall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and shall move for the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit approval of the use of “Cash Collateral” (as such term is defined in Section 363(a) cash collateral or of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”)) under Section 363 or Section 364 of Title 11 of the United States Code or under any similar provision in any Bankruptcy Law, then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach Second Priority Lender, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing to, and will not support any objection to, and will not otherwise contest (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the marketa) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared First Priority Collateral to the Liens securing such DIP Financing (and all obligations relating theretothe “DIP Financing Liens”) or the use of cash collateral that constitutes First Priority Collateral, in each case unless the same priorities and First Priority Agent or the First Priority Lenders shall then object or support an objection to the same extent as provided herein with respect to the Working Capital Facility such DIP Financing, DIP Financing Liens or use of cash collateral, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the First Priority Claims under the applicable Credit Agreement or, if no such Credit Agreement exists, under the other First Priority Documents are subordinated or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the pari passu with such DIP Financing plus Liens, will subordinate its Liens in the aggregate outstanding principal amount First Priority Collateral to such DIP Financing Liens on the same basis as the other Liens on First Priority Collateral securing the Second Priority Claims are so subordinated to Liens securing First Priority Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus First Priority Claims made by the aggregate face amount First Priority Agent or any holder of First Priority Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain First Priority Claims of the right to object credit bid First Priority Claims at any sale in foreclosure solely of First Priority Collateral, (d) any other request for judicial relief made in any court by any holder of First Priority Claims relating to the lawful enforcement of any ancillary agreements Lien on First Priority Collateral or arrangements regarding Cash (e) any order relating to a sale of assets comprised of First Priority Collateral use of any Grantor for which the First Priority Agent has consented that provides, to the extent the sale of First Priority Collateral is to be free and clear of Liens, that the Liens securing the First Priority Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the ABL Agent or the DIP Financing that Term Loan/Cash Flow Revolver Agent in any Insolvency or Liquidation Proceeding are materially prejudicial intended by the parties hereto to their interestsbe and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if a Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the use of “Cash Collateral” cash or the sale or use of other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit a Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Priority Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral use of such cash or other collateral, unless the Designated Senior Representative shall oppose or object to such use of cash collateral (in which case, no Junior Priority Representative nor any other Junior Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) such DIP Financing, unless the Designated Senior Representative shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Junior Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Senior Representatives; (c) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations or the Shared Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain made by any Senior Representative or any other Senior Secured Party; (d) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) of the Bankruptcy Code or other applicable law; (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any ancillary agreements Lien on Senior Collateral; or arrangements regarding Cash (f) any order relating to a sale or other disposition of any Shared Collateral use of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement (without limiting the foregoing, each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that it may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provisions of any other Bankruptcy Law) with respect to the Liens granted to such person in respect of such assets), provided that the Junior Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Issuer or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Issuer’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Priority Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, will not support any objection to, and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by this the Senior Representatives. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, further agrees that, until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 6.2 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (c) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor (including under Section 6.4(b)); provided363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. In no event shall the Junior Priority Representative or any Junior Priority Debt Party (i) the aggregate principal amount of the offer to provide, or propose, any DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of to any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and Grantor or (ii) credit bid any Junior Priority Debt Obligations, in each case without the Notes Collateral Agent and written consent of the Noteholders, and Senior Representatives unless the Pari Passu Collateral Agent and Senior Obligations would be indefeasibly paid in full in cash with the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the first proceeds of such DIP Financing that are materially prejudicial to their interestsor credit bid.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Senior Credit Agreement or under any other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to 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 Liens securing Senior Lender Claims under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second-Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Priority Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, will not support any objection to, and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by this the Senior Representative. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, further agrees that, until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by the Senior Representative or any other Senior Secured Party, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 6.2 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (c) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor (including under Section 6.4(b)); provided363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) for which the Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. In no event shall the Junior Priority Representative or any Junior Priority Debt Party (i) the aggregate principal amount of the offer to provide, or propose, any DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of to any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and Grantor or (ii) credit bid any Junior Priority Debt Obligations, in each case without the Notes Collateral Agent and written consent of the Noteholders, and Senior Representative unless the Pari Passu Collateral Agent and Senior Obligations would be indefeasibly paid in full in cash with the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the first proceeds of such DIP Financing that are materially prejudicial to their interestsor credit bid.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Credit Agreement or, if no Credit Agreement exists, under any other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to 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 Liens securing Senior Lender Claims under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second-Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if any Obligor Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit any Obligor to obtain Borrower’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any other provision of any other Debtor Relief Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party represented by it, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or lease of such cash or other collateral, unless a Senior Representative or any other Senior Secured Party shall oppose or object to such use of cash collateral (in which case, no Second Priority Representative nor any other Second Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) any DIP Financing that does not exceed the DIP Consent Limit, (except to the extent permitted below) or unless a Senior Representative or any other Senior Secured Party shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Second Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 8.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent and Senior Representatives in their reasonable discretion; (c) any motion for relief from the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (d) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) of the Bankruptcy Code or any other provision of any other Debtor Relief Law; provided that the Second Priority Representative and the Second Priority Debt Parties shall not be deemed to have waived any ancillary agreements right to bid in connection with such dispositions, and shall not be deemed to have waived their rights to credit bid on the Shared Collateral in any such disposition in accordance with Section 363(k) of the Bankruptcy Code (or arrangements regarding Cash similar Debtor Relief Law), in each case so long as the proceeds of such bid are sufficient for, and applied to, the Discharge of Senior Obligations in their entirety in accordance with the terms of the Senior Debt Documents; (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral; or (f) any order relating to a sale or other disposition of assets of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party represented by it, agrees that written notice received five (5) days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in cash or other collateral under Section 363(a) 363 of the Bankruptcy Code) constituting Shared Collateral Code or any similar provision of any other Bankruptcy Law or to consent (iior not object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or lease of such cash or other collateral, unless each Senior Representative shall oppose or object to such use of cash collateral (in which case, no Second Priority Representative nor any other Second Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); or (b) such DIP Financing, unless each Senior Representative shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Second Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that it will raise no objection to and will not otherwise contest (1) any motion for relief from the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (2) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or in any Insolvency or Liquidation Proceeding under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (3) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any ancillary agreements Lien on Senior Collateral; or arrangements regarding Cash (4) any order relating to a sale or other disposition of assets of any Grantor (including under Section 363 of the Bankruptcy Code, any other provision of the Bankruptcy Code, or any similar provision of any other Bankruptcy Law) to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to 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 notice received two Business Days prior to the entry of an order approving such usage of cash or the other collateral or approving such DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Senior Representative shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in cash or other Senior Collateral under Section 363(a) 363 of the Bankruptcy Code) constituting Shared Collateral Code or any similar provision of any other Bankruptcy Law or to consent (iior not object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing (including, for the avoidance of doubt, from any Senior Secured Party) under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other Senior Collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations provisos in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) all adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees or payment of any other amounts agreed to by the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that, until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of any Senior Collateral made by any Senior Representative or any other Senior Secured Party, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law in any Insolvency or Liquidation Proceeding), or any exercise of rights under Section 1111(b) of the Bankruptcy Code (or any similar provision under any applicable Bankruptcy Law) with respect to the Senior Collateral, (c) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented (or does not object to) that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Section 6.2 or by Section 6.4(b))Agreement; provided, however, any Second Priority Debt Party may raise any objection to the bidding or related procedures proposed to be utilized in connection with such sale of assets that could be raised by an unsecured creditor of the Grantors, and provided further that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision in any Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Nothing in this Section 6.01 shall prohibit any Second Priority Debt Party from (i) exercising its rights to vote in favor of or against a plan of reorganization or similar dispositive restructuring plan in a manner consistent with, and not in violation of, this Agreement (including Section 6.05(b)), (ii) proposing a DIP Financing to any Grantor that is junior to the Senior Obligations, or (iii) objecting to any provision in any proposed DIP Financing relating, describing or requiring the material provisions or content of a plan of reorganization or similar dispositive restructuring plan. Notwithstanding the foregoing, the applicable provisions of this Section 6.01 shall only be binding on the Second Priority Debt Parties with respect to any DIP Financing to the extent the principal amount of such DIP Financing together with the principal amount of any outstanding pre-petition Senior Obligations as of the commencement of such Insolvency or Liquidation Proceeding does not exceed the sum of (i) the aggregate principal amount of the DIP Financing Maximum Senior Principal Amount plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) an amount equal to 15% of the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsMaximum Senior Principal Amount.

Financing Issues. From The Second Lien Collateral Agent and each other Second Lien Secured Party agree that if the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Borrower or any Obligor other Grantor shall be subject to any Insolvency Proceeding and or Liquidation Proceeding, then prior to a Discharge of First Lien Obligations: (a) if the Working Capital Facility First Lien Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit the Borrower or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“DIP Financing”), including if such DIP Financing is secured by Liens senior in priority to the Liens securing the Second Lien Obligations and/or First Lien Obligations, then the Notes Second Lien Collateral Agent, on behalf of itself and the Noteholderseach applicable Second Lien Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, will not support any objection to, and will not otherwise contest such use of, Cash Collateral or DIP Financing (including any proposed orders for such Cash Collateral use or and/or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable which are acceptable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the marketFirst Lien Collateral Agent) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or as otherwise consented to in writing by Section 6.4(b)); providedthe First Lien Collateral Agent) and, that to the extent the Liens securing the First Lien Obligation are subordinated or are pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral and any other collateral to (i) the Liens granted in connection with such DIP Financing (and all obligations relating thereto); (ii) any adequate protection Liens granted to the First Lien Collateral Agent or the First Lien Secured Parties in respect of the First Lien Obligations, and (iii) any “carve-out” for professional and United States Trustee fees agreed to by the First Lien Collateral Agent, in each case, on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the First Priority Liens securing the First Lien Obligations; provided that the aggregate principal amount of (x) the DIP Financing Financing, plus (y) the aggregate outstanding principal amount of Working Capital Facility First Lien Obligations constituting Indebtedness for borrowed money plus (z) the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility First Lien Credit Agreement does not exceed the Working Capital Facility Debt Cap product of (i) the sum of (A) $2,060,000,000, plus (B) the aggregate principal amount of all Incremental Term Loans (as defined in the First Lien Credit Agreement), plus (C) the aggregate principal amount of all Revolving Commitments in respect of Incremental Revolving Facilities (each as defined in the First Lien Credit Agreement), in the case of clauses (B) and (C), to the extent actually incurred (or in the case of any such Revolving Commitments, to the extent such commitments have actually become effective) in accordance with the terms of the First Lien Credit Agreement at such time, multiplied by (ii) 120%. (b) none of them will object to, or otherwise contest (or support any other Person contesting), any motion for relief from the Notes automatic stay or from any injunction against foreclosure, enforcement, or any other exercise of remedies, in respect of First Lien Obligations made by the First Lien Collateral Agent or any First Lien Secured Party; (c) none of them will object to, or otherwise contest (or support any other Person contesting), any motion or order pursuant to Section 363 of the Bankruptcy Code or other applicable Bankruptcy Law relating to a sale, liquidation or disposition of assets of the Borrower or any Grantor to which the First Lien Collateral Agent has consented that provides, to the extent that sale is to be free and clear of any Liens, claims, or encumbrances that the Liens securing the First Lien Obligations and the Second Lien Obligations will attach to the proceeds of any such sale with the same priority as the existing Liens, in accordance with this Agreement, and if requested by the First Lien Collateral Agent, the Second Lien Collateral Agent shall consent to the release of all Second Liens in connection with such sale or other disposition, including pursuant to Section 363(f) of the Bankruptcy Code; provided, however, that the Second Lien Secured Parties may assert any such objection to the proposed bidding and related procedures utilized in connection with such sale that could be asserted by an unsecured creditor (without limiting the foregoing, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provisions of any other Bankruptcy Law) with respect to the Liens granted to such person in respect of such assets); and provided, further however, that the Second Lien Secured Parties are not deemed to have waived any rights to credit bid on the Common Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code (or any comparable provisions of any other Bankruptcy Law), so long as any such credit bid provides for the immediate Discharge of First Lien Obligations; (d) none of them will seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Common Collateral, the First Lien Collateral or any other collateral without the prior written consent of the First Lien Collateral Agent; (e) none of them will object to, or otherwise contest (or support any other Person contesting), (i) any request by the First Lien Collateral Agent or any First Lien Secured Party for adequate protection or (ii) any objection by the First Lien Collateral Agent or any First Lien Secured Party to any motion, relief, action, or proceeding based on the First Lien Collateral Agent’s or such First Lien Secured Party’s claiming a lack of adequate protection; (f) none of them will assert or attempt to enforce any claim under Section 506(c) of the Bankruptcy Code (or any similar provision in any Bankruptcy Law) senior to or on a parity with the Liens securing the First Lien Obligations for costs or expenses of preserving or disposing of any Common Collateral or First Lien Collateral; (g) none of them will oppose or otherwise contest (or support any Person contesting) any lawful exercise by the First Lien Collateral Agent or any First Lien Secured Party of the right to credit bid First Lien Obligations at any sale of Common Collateral or First Lien Collateral; (h) none of them will challenge (or support any other Person challenging) the validity, enforceability, perfection or priority of the First Priority Liens on Common Collateral or First Lien Collateral or the amount or allowability of the First Lien Obligations (and the First Lien Collateral Agent and the NoteholdersFirst Lien Secured Parties agree not to challenge the validity, and enforceability, perfection or priority of the Pari Passu Liens in favor of the Second Lien Collateral Agent and each other Second Lien Secured Party on the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Common Collateral use or the DIP Financing amount or allowability of the Second Lien Obligations in any Insolvency or Liquidation Proceeding, except to the extent otherwise set forth in this Agreement); (i) to the extent that are materially prejudicial the First Lien Collateral Agent has also done so on behalf of the First Lien Secured Parties, each of them shall waive their rights to their interestshave any administrative claim arising under Sections 503(b) and 507(b) of the Bankruptcy Code attach to the proceeds of causes of action of the Grantors arising or enforceable under Sections 542, 543, 544, 545, 547, 548, 549, 550, 551, 553(b) or 724(a) of the Bankruptcy Code, and both of them agree that any superpriority administrative claim for adequate protection arising under Section 507(b) of the Bankruptcy Code or otherwise may be satisfied by cash or the issuance of a debt or equity security in an amount equal to the value on the effective date of such claim in connection with any Plan of Reorganization; and (j) none of them shall seek to exercise any rights under Section 1111(b) of the Bankruptcy Code with respect to the Common Collateral and each of them waives any claim it may have against any First Lien Secured Party arising out of the election of any First Lien Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision in any Bankruptcy Law) with respect to the Common Collateral.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if either Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative shall desire to consent (or not object) to the Working Capital Facility Collateral Agent sale, use or lease of cash or other collateral or to consent (or not object) to such Borrower’s or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest or oppose or support (or join with) any other person in contesting or opposing (a) such Cash Collateral sale, use or lease of such cash or other collateral, unless a Senior Representative or any other Senior Secured Party shall oppose or object to such use of cash collateral (in which case, no Second Priority Representative nor any other Second Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) such DIP Financing, unless a Senior Representative or any other Senior Secured Party shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Second Priority Debt Parties from proposing any other DIP Financing that is on terms and conditions no less favorable either pari passu with or junior to the Company and its subsidiaries than Senior Obligations to any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent the Liens securing the Working Capital Facility Obligations permitted by (1) To be included subject to the principal amount thereof not exceeding structure of Additional Senior Debt or Additional Second Priority Lien Debt. the Working Capital Facility Debt Capproviso to clause (ii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and by Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by this Section 6.2 or by Section 6.4(b))the Senior Representatives; provided, provided that (i) as the aggregate principal maximum amount of the indebtedness that may be outstanding from time to time in connection with such DIP Financing plus (not including any Senior Obligations rolled up therein) shall not exceed an amount equal to 10% of the aggregate outstanding principal maximum amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed Senior Obligations permitted to be outstanding under the Working Capital Facility First Lien Credit Agreement does not exceed Loan Documents (as in effect on the Working Capital Facility Debt Cap and date hereof) on the date of the commencement of such Insolvency or Liquidation Proceeding (iithe “DIP Cap”), (c) any motion for relief from the Notes Collateral Agent and the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain (d) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or otherwise under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (f) any order relating to a sale or other disposition of assets of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or other disposition that may be asserted by any unsecured creditor of any Grantor, and provided, further, (x) the Second Priority Debt Parties not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code or any similar provision of any other applicable law, so long as any such credit bid provides for the payment in full in cash of the Senior Obligations and (y) the foregoing provisions of this Section 6.01 shall not prevent the Second Priority Debt Parties from objecting to any ancillary agreements or arrangements regarding Cash Collateral use or the provision in any DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws that are materially prejudicial inconsistent with 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 notice received two Business Days prior to their intereststhe entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law secured by the Shared Collateral (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lendersagrees that each Second Priority Debt Party (i) will be deemed to have consented to, will raise no objection to to, and will not support any other Person objecting to, such Cash Collateral sale, use or DIP Financing (provided that lease of such Shared Collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating theretoii) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed permitted by the Working Capital Facility Collateral Agent or Section 6.03, and (iii) to the extent permitted the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral and any adequate protection Liens provided in respect thereof to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection, including any adequate protection Liens, granted to the Senior Secured Parties in respect of the Shared Collateral, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by this Section 6.2 the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or by Section 6.4(b))other collateral or approving such DIP Financing shall be adequate notice. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that, until the Discharge or Refinancing of the Initial First Lien Inventory Financing Obligations has occurred, such Second Priority Representative and Second Priority Debt Parties will not, without the consent of the Ally Parties, propose, participate in, or encourage any other parties to propose or participate in any DIP Financing or agreement on the terms for the Company’s or any other Grantor’s use of cash collateral, in each case as it relates to the Shared Collateral or First Priority Exclusive Collateral; provided, however, that until the Discharge or Refinancing of the Initial First Lien Inventory Financing Obligations has occurred or the Ally Parties consent to such proposal or participation by the Second Priority Debt Parties, the Second Priority Debt Parties may propose or participate in a DIP Financing, only if all of the following requirements are satisfied (i) the aggregate principal amount of including as to the DIP Financing plus ultimately provided pursuant to this sentence): (1) the aggregate outstanding principal amount Ally Parties are provided a reasonable opportunity to provide up to their Specified Portion of Working Capital Facility Indebtedness plus such DIP Financing upon the aggregate face amount same terms (including, without limitation, with respect to any roll-up, Refinancing or equity-linked features, and any plan-related rights) as the participating Second Priority Debt Parties, but with (a) any Liens and/or superpriority claims (as applicable) granted to the participating Second Priority Debt Parties in connection with such DIP Financing being subordinated to the Liens and/or superpriority claims (as applicable) granted to such Ally Parties to the same extent as the Liens securing the Second Priority Debt Obligations are subordinated to the Liens securing the Initial First Lien Inventory Financing Obligations, and (b) any Liens and/or superpriority claims (as applicable) granted to any Second Priority Debt Parties as adequate protection in respect of the Shared Collateral in connection with such DIP Financing being subordinated to the Liens and/or superpriority claims granted to the Ally Parties in respect of the Shared Collateral to the same extent as the Liens securing the Second Priority Debt Obligations are subordinated to the Liens securing the Initial First Lien Inventory Financing Obligations, (2) such DIP Financing to the Company or any letters other Grantor (I) is not secured by any Liens on Shared Collateral equal or senior in priority to the Liens securing the Initial First Lien Inventory Financing Obligations, (II) is not secured by any Liens on First Priority Exclusive Collateral equal or senior in priority to the Liens securing the Initial First Lien Inventory Financing Obligations, (III) shall expressly provide that the Second Priority Debt Obligations and any adequate protection in respect of credit issued Shared Collateral shall continue to be subject to this Agreement, and not reimbursed under the Working Capital Facility Agreement (IV) does not exceed frustrate the Working Capital Facility Debt Cap and purpose of or violate any terms of this Agreement (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsincluding without limitation Section 6.03).

Financing Issues. From the incurrence of the Working Capital Facility Obligations until (a) Until the Discharge of Working Capital Facility ObligationsFirst Lien Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any First Lien Secured Party shall desire to consent (or not object) to the Working Capital Facility Collateral Agent sale, use or lease of cash or other collateral or to consent (or not object) to the Company’s or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf none of the Pari Passu Lenders, Second Lien Secured Parties will raise no any objection to and will not otherwise contest (1) such Cash Collateral sale, use or lease of such cash or other collateral, unless the First Lien Collateral Trustee shall oppose or object to such use of cash collateral (in which case, none of the Second Lien Secured Parties shall seek any relief in connection therewith that is inconsistent with the relief being sought by the First Lien Collateral Trustee); or (2) such DIP Financing Financing, unless (provided that x) the First Lien Collateral Trustee shall oppose or object to such DIP Financing, (y) the terms of such DIP Financing is provide for the sale of all or substantially all of the First Lien Collateral and/or the Second Lien Collateral prior to any event of default under the documentation providing for such DIP Financing in connection with the exercise of remedies or require the confirmation of a plan of reorganization containing all or substantially all of the material terms or provisions (other than repayment in cash of such DIP Financing on terms the effective date thereof) or (z) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (I) the aggregate amount of First Lien Obligations refinanced with the proceeds thereof or otherwise “rolled-up” into such DIP Financing plus (II) an amount equal to ten percent (10%) of the aggregate principal amount of First Lien Obligations and any amount available to be drawn under outstanding letters of credit and aggregate principal amount of revolving commitments, in each case, under the First Lien Documents as in effect immediately preceding the date of commencement of such Insolvency or Liquidation Proceeding. If such DIP Financing meets some, but not all, of the foregoing conditions, then each Second Lien Secured Party unconditionally agrees that it will only raise an objection to or contest such DIP Financing based upon the conditions no less favorable which are not met and will not object, oppose or contest on any other basis. Except to the Company and its subsidiaries than extent permitted by Section 6.03, none of the Second Lien Secured Parties will request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any First Lien Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral (and in any other assets of the Grantors that may serve as collateral (including avoidance actions, or the proceeds thereof)) to the Liens securing (A) such DIP Financing (and all obligations relating thereto), (B) in the same priorities and any adequate protection Liens provided to the same extent as provided herein with respect First Lien Secured Parties and (C) any “carve-out” for professional and United States Trustee fees agreed to by the Working Capital Facility First Lien Collateral Trustee. The limitation in clause (z) shall not apply to Bank Product Obligations or Hedging Obligations, and Bank Product Obligations and Hedging Obligations shall not count toward such limitation. Until the Discharge of First Lien Obligations has occurred, none of the Second Lien Secured Parties will raise any objection to and will not otherwise contest: (i) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Lien Obligations made by any First Lien Secured Party; (ii) any exercise by any First Lien Secured Party of the right to credit bid First Lien Obligations at any sale of First Lien Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (iii) any other request adequate protection for judicial relief made in any court by any First Lien Secured Party relating to the lawful enforcement of any Lien on First Lien Collateral; or (iv) any order relating to a sale or other disposition of assets of the Company or any other relief Grantor to which the First Lien Collateral Trustee has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the First Lien Obligations and the Second Lien Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the First Lien Obligations rank to the Liens on the Shared Collateral securing the Second Lien Obligations pursuant to this Agreement. (b) No Second Lien Secured Party may provide DIP Financing to the Company or any other Grantor secured by Liens equal or senior in connection therewith (except, as expressly agreed by priority to the Working Capital Facility Collateral Agent or Liens securing any First Lien Obligations; provided that if no First Lien Secured Party offers to provide DIP Financing to the extent permitted under Section 6.01(a) after the Company provides the First Lien Secured Parties with a reasonable opportunity to provide such DIP Financing (and consults with the First Lien Secured Parties for a reasonable period of time with respect to such DIP Financing), then a Second Lien Secured Party may seek, following such period, to provide such DIP Financing secured by this Section 6.2 Liens equal or by Section 6.4(b))senior in priority to the Liens securing any First Lien Obligations, and the First Lien Secured Parties may not object thereto; provided, further, that (i) the aggregate principal amount of the such DIP Financing plus may not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations. (c) The Second Lien Secured Parties agree that notice received two Business Days prior to the aggregate outstanding principal amount entry of Working Capital Facility Indebtedness plus the aggregate face amount an order approving such usage of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements cash or arrangements regarding Cash Collateral use other collateral or the approving such DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if either of the Issuers or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in cash or other collateral under Section 363(a) 363 of the Bankruptcy Code) constituting Shared Collateral Code or any similar provision of any other Bankruptcy Law or to consent (iior not object) to permit either of the Issuer’s or any Obligor to obtain other Grantor’s obtaining financing under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Priority Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or lease of such cash or other collateral, unless each Senior Representative shall oppose or object to such use of cash collateral (in which case, no Junior Priority Representative nor any other Junior Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); or (b) such DIP Financing, unless each Senior Representative shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Junior Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, further agrees that it will raise no objection to and will not otherwise contest (A) any motion for relief from the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (B) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or in any Insolvency or Liquidation Proceeding under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (C) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any ancillary agreements Lien on Senior Collateral; or arrangements regarding Cash (D) any order relating to a sale or other disposition of assets of any Grantor (including under Section 363 of the Bankruptcy Code, any other provision of the Bankruptcy Code, or any similar provision of any other Bankruptcy Law) to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or the other collateral or approving such DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From The Junior Lien Collateral Agent, each Junior Lien Representative and each other Junior Lien Secured Party agree that if the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency Proceeding and or Liquidation Proceeding: (a) if the Working Capital Facility First Lien Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“DIP Financing”), including if such DIP Financing is secured by Liens senior in priority to the Liens securing Junior Lien Obligations, then the Notes Junior Lien Collateral Agent, for itself and on behalf of itself each Junior Lien Representative and the Noteholderseach applicable Junior Lien Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.2) and, to the extent the Liens securing the First Lien Obligations are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral and any other collateral to such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Lien Obligations are so subordinated to Liens securing First Lien Obligations; (b) none of them will object to, or otherwise contest (or support any other Person contesting), any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Lien Obligations made by Section 6.4(bthe First Lien Collateral Agent or any First Lien Secured Party; (c) none of them will object to, or otherwise contest (or support any other Person contesting)); provided, any order relating to a sale of assets of the Company or any Grantor for which the First Lien Collateral Agent has consented that provides, to the extent that sale is to be free and clear of Liens, that the Liens securing the First Lien Obligations and the Junior Lien Obligations will attach to the proceeds of the sale on the same basis of priority as the existing Liens in accordance with this Agreement; (d) none of them will seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Common Collateral, First Lien Collateral or any other collateral, without the prior written consent of the First Lien Collateral Agent; (e) none of them will object to, or otherwise contest (or support any other Person contesting), (i) any request by the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of First Lien Collateral Agent or any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and First Lien Secured Party for adequate protection or (ii) any objection by the Notes First Lien Collateral Agent or any First Lien Secured Party to any motion, relief, action or proceeding based on the First Lien Collateral Agent’s or such First Lien Secured Party’s claiming a lack of adequate protection; (f) none of them will assert or enforce any claim under Section 506(c) of the Bankruptcy Code senior to or on a parity with the Liens securing the First Lien Obligations for costs or expenses of preserving or disposing of any Common Collateral or First Lien Collateral; (g) none of them will oppose or otherwise contest (or support any Person contesting) any lawful exercise by the First Lien Collateral Agent or any First Lien Secured Party of the right to credit bid First Lien Obligations at any sale of Common Collateral or First Lien Collateral; and (h) none of them will challenge (or support any other Person challenging) the validity, enforceability, perfection or priority of the First Priority Liens on Common Collateral or First Lien Collateral (and the First Lien Collateral Agent and the NoteholdersFirst Lien Secured Parties agree not to challenge the validity, and enforceability, perfection or priority of the Pari Passu Liens in favor of the Junior Lien Collateral Agent and each other Junior Lien Secured Party on the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsCommon Collateral).

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrowers or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrowers’ or any Obligor to obtain other Grantor’s obtaining financing (including, for the avoidance of doubt, from any Senior Secured Party) under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cappermitted by Section 3.01(a) are subordinated to or pari passu with such DIP Financingand Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing the Senior Obligations under this Agreement, (y) all adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees or payment of any other amounts agreed to by applicable Senior Secured Parties. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, further agrees that until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law), (c) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor (including under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) for which the Designated Senior Representative has consented (or not objected) that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Section 6.2 or by Section 6.4(b))Agreement; provided, however, that nothing in this Section 6.01 shall prohibit any Junior Priority Debt Party from (ia) the aggregate principal amount subject to Section 6.05(b), exercising its rights to vote in favor of the or against a plan of reorganization, (b) proposing a DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of to any letters of credit issued and not reimbursed under the Working Capital Facility Agreement Grantor so long as such DIP Financing does not exceed the Working Capital Facility “roll up” any pre-petition Junior Priority Debt Cap and Obligations or (iic) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object objecting to any ancillary agreements or arrangements regarding Cash Collateral use or the provision in any DIP Financing that are materially prejudicial to their interestsrelating, describing or requiring any provision or content of a plan of reorganization.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if If any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral First Lien Agent or any Working Capital Facility other First Lien Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit any Obligor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code (“DIP Financing”), and if (x) the DIP Financing is secured by Liens on the Collateral that are senior to or pari passu with the Liens of the First Lien Lenders on the Collateral and (y) to the extent the First Lien Lenders receive replacement liens on post-petition assets in connection with such DIP Financing and the Second Lien Agent, for the benefit of the Noteholders, receives replacement liens on such post-petition assets that are junior and subordinate to the First Lien Lenders’ replacement liens to the same extent as the Second Lien Agent’s Liens on the Collateral are junior and subordinate to the First Lien Lenders’ Liens on the Collateral, then the Notes Collateral Second Lien Agent, on behalf of itself and the other Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that (a) it will not raise no any objection to such Cash Collateral use of cash collateral or DIP Financing; provided that the Second Lien Agent may object to such DIP Financing if (A) the sum of (i) the maximum aggregate principal amount of indebtedness that may be outstanding from time to time under such DIP Financing plus, without duplication, (ii) the aggregate principal amount of loans and the aggregate face amount of letters of credit issued but not reimbursed under the First Lien Credit Agreement (after giving effect to any closing with respect to such DIP Financing following the final hearing in respect thereof) exceeds the First Lien Debt Cap, (B) any such cash collateral use or DIP Financing compels any Obligor to seek confirmation of a specific Plan of Reorganization for which all or substantially all of the material terms are set forth in the cash collateral order or DIP Financing documentation, (provided that C) the terms of such DIP Financing or cash collateral use require any Obligor to seek approval for any Plan of Reorganization that is on not a Conforming Plan of Reorganization, or (D) the terms and conditions no less favorable of such DIP Financing require the Noteholders to the Company and its subsidiaries than any other debtor in possession financing available extend additional credit pursuant to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating theretob) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and it will not request adequate protection or any other relief in connection therewith therewith, and (except, c) it will subordinate its Liens in the Collateral to such DIP Financing (and all obligations secured thereby) on the same basis as expressly agreed by the Working Capital Facility Collateral Agent or Liens securing the Noteholder Debt are subordinated to the extent permitted by Liens securing First Lien Debt under this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsAgreement.

Financing Issues. From The Second Lien Collateral Agent and each other Second Lien Secured Party agree that if the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Borrower or any Obligor other Grantor shall be subject to any Insolvency Proceeding and or Liquidation Proceeding, then prior to a Discharge of First Lien Obligations: (a) if the Working Capital Facility First Lien Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit the Borrower or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“DIP Financing”), including if such DIP Financing is secured by Liens senior in priority to the Liens securing the Second Lien Obligations and/or First Lien Obligations, then the Notes Second Lien Collateral Agent, on behalf of itself and the Noteholderseach applicable Second Lien Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, will not support any objection to, and will not otherwise contest such use of, Cash Collateral or DIP Financing (including any proposed orders for such Cash Collateral use or and/or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable which are acceptable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the marketFirst Lien Collateral Agent) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or as otherwise consented to in writing by Section 6.4(b)); providedthe First Lien Collateral Agent) and, that to the extent the Liens securing the First Lien Obligation are subordinated or are pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral and any other collateral to (i) the Liens granted in connection with such DIP Financing (and all obligations relating thereto); (ii) any adequate protection Liens granted to the First Lien Collateral Agent or the First Lien Secured Parties in respect of the First Lien Obligations, and (iii) any “carve-out” for professional and United States Trustee fees agreed to by the First Lien Collateral Agent, in each case, on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the First Priority Liens securing the First Lien Obligations; provided that the aggregate principal amount of (x) the DIP Financing Financing, plus (y) the aggregate outstanding principal amount of Working Capital Facility First Lien Obligations constituting Indebtedness for borrowed money plus (z) the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility First Lien Credit Agreement does not exceed the Working Capital Facility Debt Cap product of (i) the sum of (A) $2,060,000,000, plus (B) the aggregate principal amount of all Incremental Term Loans (as defined in the First Lien Credit Agreement), plus (C) the aggregate principal amount of all Revolving Commitments in respect of Incremental Revolving Facilities (each as defined in the First Lien Credit Agreement), in the case of clauses (B) and (C), to the extent actually incurred (or in the case of any such Revolving Commitments, to the extent such commitments have actually become effective) in accordance with the terms of the First Lien Credit Agreement at such time, multiplied by (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests120%.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Issuer or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared cash or other Senior Collateral or provide or otherwise consent (iior not object) to permit the Issuer’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of cash or other such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to Second Priority Collateral or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating theretowill not propose DIP Financing in competition therewith or support any other Person objecting to such sale, use or lease of such Second Priority Collateral or DIP Financing) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptother than as permitted in Section 6.03 of this Agreement) and, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Second Priority Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of any letters of credit issued and not reimbursed Liens on such Second Priority Collateral securing the Second Priority Debt Obligations are so subordinated to Liens on such Collateral securing Senior Obligations under the Working Capital Facility this Agreement does not exceed the Working Capital Facility Debt Cap and (iiy) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) business days prior to the entry of an order approving such usage of cash or arrangements regarding Cash other Collateral use or the approving such DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Credit Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Code Law (“DIP Financing”), then each of (a) the Notes Collateral Second Priority Noteholder Agent, on behalf of itself and the Second Priority Noteholders, and (b) the Pari Passu Collateral 2004 Noteholder Agent, on behalf of itself and the Pari Passu Lenders2004 Noteholders, agrees that it will raise no objection to such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Credit Agreement or, if no Senior Credit Agreement exists, under the other Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (ix) the aggregate principal amount Second Priority Noteholder Agent will subordinate its Liens in the Common Collateral to 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 Senior Lender Claims and 2004 Noteholder Claims under this Agreement and (y) the 2004 Noteholder Agent will subordinate its Liens in the Senior Lender First Lien Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the Liens of the 2004 Noteholder Agent in such Senior Lender First Lien Collateral are subordinated to the Senior Lender Claims under this Agreement and will subordinate its Liens in the 2004 Notes First Lien Collateral to such DIP Financing plus (and all Obligations relating thereto) to the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same extent that the aggregate face amount of any letters of credit issued and not reimbursed under Credit Agent subordinates its Liens in the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Senior Lender First Lien Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the such DIP Financing that are materially prejudicial to their interests(and all Obligations relating thereto).

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Lender Claims has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Senior Lender shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral AgentTrustee, on behalf of itself and the Noteholderseach Noteholder, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.1(a) and Section 6.3, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing the Senior Lender Claims under the Senior Credit Agreement or, if no Senior Credit Agreement exists, under the other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Common Collateral to (x) such DIP Financing (and all Obligations relating thereto) on the same basis as the Liens securing the Noteholder Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement and (y) to any “carve-out” for professional and United States Trustee fees agreed to by this Section 6.2 the Intercreditor Agent or the Senior Lenders, (b) objection and will not otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by Section 6.4(b)); providedIntercreditor Agent or any other Senior Lender, (c) objection to (and will not otherwise contest) any lawful exercise by any Senior Lender of the right to credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Lender relating to the lawful enforcement of any Lien on Senior Lender Collateral or (e) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent such sale or other disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Lender Claims and the Noteholder Claims will attach to the proceeds of the DIP Financing plus sale on the aggregate outstanding principal amount same basis of Working Capital Facility Indebtedness plus priority as the aggregate face amount Liens on the Common Collateral securing the Senior Lender Claims rank to the Liens on the Common Collateral securing the Noteholder Claims pursuant to this Agreement. The Trustee, on behalf of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent itself and the Noteholders, and agrees that notice received two Business Days prior to the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements entry of an order approving such usage of cash or arrangements regarding Cash Collateral use other collateral or the DIP Financing that are materially prejudicial to their interestsapproving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if any Obligor Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in cash or other collateral under Section 363(a) 363 of the Bankruptcy Code) constituting Shared Collateral Code or any similar provision of any other Bankruptcy Law or to consent (iior not object) to permit the Borrowers’ or any Obligor to obtain other Grantor’s obtaining financing under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or lease of such cash or other collateral, unless each Senior Representative shall oppose or object to such use of cash collateral (in which case, no Second Priority Representative nor any other Second Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); and/or (b) such DIP Financing, unless each Senior Representative shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Second Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to a court of competent jurisdiction so long as the Liens securing such DIP Financing (and all obligations relating thereto) in are subordinated to the Senior Obligations on the same priorities and basis as the Liens securing the Second Priority Debt Obligations are so subordinated to the same extent as provided herein with respect Liens securing the Senior Obligations under this Agreement), and, except to the Working Capital Facility extent permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03, will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that it will raise no objection to and will not otherwise contest (1) any motion for relief from the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (2) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or in any Insolvency or Liquidation Proceeding under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (3) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any ancillary agreements Lien on Senior Collateral; or arrangements regarding Cash (4) any order relating to a sale or other disposition of assets of any Grantor (including under Section 363 of the Bankruptcy Code, any other provision of the Bankruptcy Code, or any similar provision of any other Bankruptcy Law) to which any Senior Representative has consented or not objected, provided that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. The Second Priority Secured Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such Disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Debtor Relief Law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Junior Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral and/or approving such DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if If any Obligor Grantor shall be subject to any Insolvency or Liquidation Proceeding at any time prior to the Discharge of First Lien Obligations, and if such Grantor as debtor-in-possession moves for the Working Capital Facility Collateral Agent or approval of any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the U.S. Bankruptcy Code to be provided by one or more lenders or any order for the use of cash collateral under Section 363 of the U.S. Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), then the Notes Collateral each Second Lien Agent, on behalf of itself and the Noteholderseach applicable Second Lien Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection and will not support any objection to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable or use of cash collateral or to the Company and its subsidiaries than Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens securing any Second Lien Obligations or on any other debtor grounds (and, other than as permitted in possession financing available to the Company in the marketSection 6.3 hereof, will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral) and and, to the extent the Liens securing the Working Capital Facility First Lien Obligations (subject to under the principal amount thereof not exceeding the Working Capital Facility Debt Cap) First Lien Documents are subordinated to or pari passu with such DIP Financing (a “Senior DIP Financing”) , the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective its Liens on in the Shared Collateral to the Liens securing such DIP Financing (and all obligations Obligations relating thereto), so long as (i) the First Lien Designated Agent or First Lien Secured Parties holding a majority of the First Lien Obligations shall have consented (or not objected) to such DIP Financing, (ii) the Second Lien Agent retains its Liens on the Collateral to secure the applicable Second Lien Obligations (in each case, including proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) with the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws (except that the Liens in favor of the Second Lien Secured Parties will be junior in priority to the Liens securing any Senior DIP Financing and the Liens securing the First Lien Obligations), (iii) if the First Lien Secured Parties (or any subset thereof) is granted adequate protection in respect of the Collateral in the same priorities form of a Lien on additional collateral and/or superpriority claims against the Company and/or other Grantors’ bankruptcy estates, as the case may be, then each Second Lien Agent, on behalf of itself and each applicable Second Lien Secured Party, may seek or request adequate protection in the form of a Lien (which shall be junior in priority to the Liens securing First Lien Obligations and the Liens securing any Senior DIP Financing (and all Obligations relating thereto)) on the same extent additional collateral and/or superpriority claims against the Company and/or other Grantors’ bankruptcy estates (which shall be subordinated to any superpriority claim granted to the First Lien Secured Parties in respect of the First Lien Obligations and any superpriority claim granted in respect of any Senior DIP Financing), as the case may be, as provided herein in 6.3 hereof, and (iv) the foregoing provisions of this paragraph shall not prevent any Second Lien Agent or any Second Lien Secured Party from objecting to any provision in any DIP Financing relating to any provision or content of a Plan of Reorganization or other plan of similar effect under any Debtor Relief Laws (other than a provision providing for satisfaction in full in cash of the DIP Financing on or prior to the effective date of such Plan of Reorganization or other plan of similar effect and other than a provision or Plan of Reorganization or other plan of similar effect under any Debtor Relief Laws providing for the satisfaction in full in cash of the Second Lien Obligations of such Second Lien Secured Party on or prior to the effective date of such Plan of Reorganization or other plan of similar effect and other than provisions for deadlines or similar requirements with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by conduct of the Working Capital Facility Collateral Agent or proceedings) to the extent permitted such plan provisions are not contemplated by the terms of this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsAgreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and shall move for the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit approval of the use of “Cash Collateral” (as such term is defined in Section 363(a) cash collateral or of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”)) under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law, then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach Second Priority Lender, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing to, and will not support any objection to, and will not otherwise contest (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the marketa) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared First Priority Collateral to the Liens securing such DIP Financing (and all obligations relating theretothe “DIP Financing Liens”) or the use of cash collateral that constitutes First Priority Collateral, in each case unless the same priorities and First Priority Agent or the First Priority Lenders shall then object or support an objection to the same extent as provided herein with respect to the Working Capital Facility such DIP Financing, DIP Financing Liens or use of cash collateral, and will not request object on the basis of lack of adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by the Liens securing the First Priority Claims under the applicable Credit Agreement or, if no such Credit Agreement exists, under the other First Priority Documents are subordinated or pari passu with such DIP Financing Liens, will subordinate its Liens in the First Priority Collateral to such DIP Financing Liens on the same basis as the other Liens on First Priority Collateral securing the Second Priority Claims are so subordinated to Liens securing First Priority Claims under this Section 6.2 or by Section 6.4(b))Agreement; provided, provided that (i) where the aggregate principal amount ABL Agent is such Second Priority Agent, any Lien on the ABL Priority Collateral to secure such DIP Financing is subordinate to the Lien of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap ABL Agent with respect thereto and (ii) where any Term Agent is such Second Priority Agent, any Lien on the Notes Term Priority Collateral to secure such DIP Financing is subordinate to the Lien of such Term Agent and with respect thereto (b) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of First Priority Claims made by the First Priority Agent or any holder of First Priority Claims, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain (c) any lawful exercise by any holder of First Priority Claims of the right to object credit bid First Priority Claims at any sale in foreclosure of First Priority Collateral, (d) any other request for judicial relief made in any court by any holder of First Priority Claims relating to the lawful enforcement of any ancillary agreements Lien on First Priority Collateral or arrangements regarding Cash (e) any order relating to a sale of First Priority Collateral use for which the First Priority Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First Priority Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the ABL Agent or the DIP Financing that Term Loan Agents in any Insolvency or Liquidation Proceeding are materially prejudicial intended by the parties hereto to their interestsbe and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Credit Agreement or, if no Credit Agreement exists, under the other 38 | NY\1256666.8||| 038263-0065|| Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral and any other collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus the aggregate face amount Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any ancillary agreements Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order relating to a sale of assets of any Grantor for which any First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or do to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral AgentTrustee, on behalf of itself and the Noteholderseach Noteholder, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Senior Credit Agreement or, if no Senior Credit Agreement exists, under the other Senior Lender Documents are subordinated to, or pari passu with, such DIP Financing, will subordinate its Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Noteholder Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any motion or other pleading seeking an order or entry of an order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Noteholder Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Noteholder Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Priority Obligations has occurred, if Holdings, the Borrower or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, then each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under the Working Capital Facility Collateral Agent applicable Junior Priority Debt Facility, agrees that if any Senior Priority Representative or any Working Capital Facility Lender other Senior Priority Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in cash or other collateral under Section 363(a) 363 of the Bankruptcy Code) constituting Shared Collateral Code or any similar provision of any other applicable Debtor Relief Law or to consent (iior not object) to permit any Obligor to obtain Grantor’s obtaining of financing under Section 364 of the Bankruptcy Code or any similar provision of any other applicable Debtor Relief Law (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, it will raise no objection to and will not otherwise contest (nor support any other Person in raising an objection or otherwise contesting or opposing) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company extent permitted by the proviso in Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Priority Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with have the same priority as the Liens securing such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Priority Obligations are so subordinated to Liens securing Senior Priority Obligations under this Agreement, (y) any adequate protection Liens provided to the Senior Priority Secured Parties and (z) any “carve-out” specified in the same priorities and financing order relating to the same extent as provided herein DIP Financing. Until the Discharge of Senior Priority Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under the applicable Junior Priority Debt Facility, further agrees that (A) it will raise no objection to (and will not otherwise contest or oppose nor support any other Person in raising an objection or otherwise contesting or opposing) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Priority Obligations made by any Senior Priority Representative or any other Senior Priority Secured Party (including under Section 362 of the Bankruptcy Code or any similar provision in any other applicable Debtor Relief Law), (B) it will raise no objection to (and will not otherwise contest or oppose nor support any other Person in raising an objection or otherwise contesting or opposing) any lawful exercise by any Senior Priority Secured Party of the right to credit bid Senior Priority Obligations at any sale in foreclosure of Senior Priority Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under any other applicable Debtor Relief Law) or to exercise any rights under Section 1111(b) of the Bankruptcy Code (or any similar provision under any other applicable Debtor Relief Law) with respect to the Working Capital Facility Senior Priority Collateral, (C) it will raise no objection to (and will not otherwise contest or oppose nor support any other Person in raising an objection or otherwise contesting or opposing) any other request adequate protection for judicial relief made in any court by any Senior Priority Secured Party relating to the lawful enforcement of any Lien on Senior Priority Collateral and (D) it will raise no objection to (and will not otherwise contest or oppose nor support any other Person in raising an objection or otherwise contesting or opposing) any Disposition (including pursuant to Section 363 of the Bankruptcy Code (or any similar provision under any other relief in connection therewith (exceptapplicable Debtor Relief Law)) of assets of any Grantor for which any Senior Priority Representative has consented that provides, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); providedsuch Disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Priority Obligations and the Junior Priority Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Priority Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Obligations pursuant to this Agreement. The Junior Priority Secured Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such Disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Debtor Relief Law), so long as any such credit bid provides for the payment in full in cash of the Senior Priority Obligations. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under the applicable Junior Priority Debt Facility, agrees that notice received three Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing plus shall be adequate notice. Until the aggregate outstanding principal amount Discharge of Working Capital Facility Indebtedness plus Senior Priority Obligations has occurred, without the aggregate face amount prior written consent of the Designated Senior Priority Representative, no Junior Priority Secured Party may, directly or indirectly, provide or offer to provide DIP Financing to the Borrower, any Grantor, or any of their Subsidiaries, any of their respective direct or indirect parents or any affiliate of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed foregoing, nor propose, support or enter into any DIP Financing. Without limiting the Working Capital Facility Debt Cap and (ii) generality of the Notes Collateral Agent and the Noteholdersforegoing, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to no Junior Priority Obligations may be “rolled up” or Refinanced into any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsprovided in any Insolvency or Liquidation Proceeding.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until (a) Until the Discharge of Working Capital Facility ObligationsFirst Priority Obligations has occurred, if Company or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, then the Second Priority Representative, for itself and on behalf of each other Second Priority Secured Party, agrees that if the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Designated First Priority Representative shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) cash constituting Shared Collateral or other Shared Collateral or to consent (iior not object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then it will affirmatively consent to (if requested by the Notes Collateral AgentDesignated First Priority Representative), on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, will raise no objection to and will not otherwise contest or oppose (or support any other Person in raising an objection or otherwise contesting or opposing) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash constituting Shared Collateral or other Shared Collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financingpermitted by Section 6.03, the Notes Collateral Agent Second Priority Representative, for itself and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and behalf of each other Second Priority Secured Party, will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any First Priority Obligations are subordinated to or have the same priority as the Liens securing such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on the Second Priority Collateral, to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Obligations are so subordinated to the Liens securing First Priority Obligations under this Agreement, (y) any “carve-out” for professional and United States Trustee fees agreed to by the Designated First Priority Representative, and (z) any adequate protection Liens granted to the Designated First Priority Representative or any other First Priority Secured Party. The Second Priority Representative, for itself and on behalf of each other Second Priority Secured Party, further agrees that, until the Discharge of First Priority Obligations has occurred, (a) it will raise no objection to (and will not otherwise contest or oppose or support any other Person in raising an objection or otherwise contesting or opposing) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Priority Obligations or the First Priority Collateral made by the Designated First Priority Representative or any other First Priority Secured Party, (b) it will raise no objection to (and will not otherwise contest or oppose or support any other Person in raising an objection or otherwise contesting or opposing) any lawful exercise by any First Priority Secured Party of the right to credit bid First Priority Obligations at any sale in foreclosure of First Priority Collateral (including, without limitation, pursuant to section 363(k) of the Bankruptcy Code or any similar provision under any other applicable Bankruptcy Law) or to exercise any rights under section 1111(b) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law) with respect to the First Priority Collateral, (c) it will raise no objection to (and will not otherwise contest or oppose or support any other Person in raising an objection or otherwise contesting or opposing) any Disposition 24 #96358272v26 (including pursuant to section 363 of the Bankruptcy Code or any similar provision under any other Bankruptcy Law) of assets of any Grantor for which the Designated First Priority Representative has consented or not objected that provides, to the extent such Disposition is to be free and clear of Liens, that the Liens securing the First Priority Obligations and the Second Priority Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the First Priority Obligations rank to the Liens on the Shared Collateral securing the Second Priority Obligations pursuant to this Section 6.2 Agreement, and (d) it will not directly or by Section 6.4(b))indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the Designated First Priority Representative has consented to such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets; provided, however, that (w) the Second Priority Secured Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such Disposition in accordance with section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the First Priority Obligations resulting in the Discharge of First Priority Obligations, and (x) (A) the Second Priority Representative is not required as a condition to such DIP Financing to release its Lien on the Collateral as the same may exist at the time of such DIP Financing and (B) such DIP Financing does not expressly require the liquidation of Collateral (excluding ordinary course discounting of accounts receivable for purposes of collection) prior to a default under the final documentation governing the DIP Financing; provided that the foregoing clauses (A) and (B) shall not restrict any such DIP Financing from containing “milestones” related to a sale transaction, any sale transaction otherwise approved by the applicable Bankruptcy Court (provided that the proceeds of such sale are applied as required hereunder) or any other actions where this Agreement provides for (or requires) the automatic release of such Liens upon a sale of Collateral. Until the Discharge of First Priority Obligations has occurred, except as provided in Section 6.01(b), without the prior written consent of the Designated First Priority Representative, none of the Second Priority Representative or any other Second Priority Secured Party may, directly or indirectly, provide DIP Financing to the Company, any Grantor or any of their Subsidiaries. (b) Notwithstanding anything in Section 6.01(a), the Second Priority Representative or any other Second Priority Secured Party are prohibited from providing DIP Financing to the Company or any other Grantor unless (i) the aggregate principal amount of the any liens securing such DIP Financing plus are junior in priority to the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of Liens securing any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap First Priority Obligations and (ii) the Notes Collateral Agent order approving such DIP Financing (A) includes customary stipulations as to the validity, priority, perfection, enforceability and non-avoidability of the First Priority Obligations and the NoteholdersLiens securing the First Priority Obligations and (B) provides for adequate protection of the Liens securing the First Priority Obligations that includes (1) periodic cash payments to the Designated First Priority Representative, for the benefit of the First Priority Secured Parties, in the amount of interest (including any default interest) accruing on the First Priority Obligations; (2) payment of the reasonable fees and expenses of the Pari Passu Collateral Agent First Priority Secured Parties to the extent provided under the First Priority Debt Documents; (3) customary superpriority claims for diminution in value of the First Priority Collateral, senior in right of payment to such DIP Financing and any superpriority claim provided to the Pari Passu LendersSecond Priority Representative or any other Second Priority Secured Party; (4) customary adequate protection Liens securing such superpriority claims on all collateral that secures such DIP Financing, retain senior in priority to such DIP Financing and to any adequate protection liens granted to the Second Priority Representative or any other Second Priority Secured Party; (5) any other right granted to the Second Priority Representative or any of the Second Priority Secured Parties as adequate protection including, for the avoidance of doubt, the right to terminate the consent to the use of collateral or cash collateral upon the occurrence of agreed termination events. Notwithstanding the foregoing, the right of the Designated First Priority Representative and the other First Priority Secured Parties to object to any ancillary agreements or arrangements regarding Cash Collateral use or the such DIP Financing that are materially prejudicial to their interests.for any reason is expressly preserved. 25 #96358272v26

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to 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 Liens securing Senior Lender Claims under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second-Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Priority Obligations has occurred, if Holdings, the Borrower or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, then each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that (A) subject to the Working Capital Facility Collateral Agent last sentence of this Section 6.01, if any Senior Priority Representative or any Working Capital Facility Lender Senior Priority Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit Holdings’, the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code (the “Bankruptcy Code Code”) or any similar provision of any other Debtor Relief Law (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Priority Obligations are subordinated to or by Section 6.4(b)); providedhave the same priority as the Liens securing such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of any letters of credit issued and not reimbursed Liens securing the Second Priority Obligations are so subordinated to Liens securing Senior Priority Obligations under the Working Capital Facility this Agreement does not exceed the Working Capital Facility Debt Cap and (iiy) any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Priority Representatives, (B) it will raise no objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Priority Obligations made by any Senior Priority Representative or any other Senior Priority Secured Party, (C) it will raise no objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any Senior Priority Secured Party of the right to object credit bid Senior Priority Obligations at any sale in foreclosure of Senior Priority Collateral, (D) it will raise no objection to (and will not otherwise contest) any ancillary agreements or arrangements regarding Cash other request for judicial relief made in any court by any Senior Priority Secured Party relating to the lawful enforcement of any Lien on Senior Priority Collateral use or the DIP Financing that are materially prejudicial and (E) it will raise no objection to their interests.(and will not otherwise contest or

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility First Priority Secured Obligations, if (1) any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use Obligor, as debtor-in-possession, moves for approval of “Cash Collateral” (as such term is defined debtor-in-possession financing in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing a proceeding under Section 364 chapter 11 of the Bankruptcy Code (but not a proceeding in any other jurisdiction) (a “DIP Financing”), then ) or the Notes use of Collateral Agent, on behalf consisting of itself cash and cash equivalents during its bankruptcy case and (2) the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, will raise no objection Required First Priority Debtholders do not object to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, (i) to the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to extent the Liens securing such DIP Financing (and all obligations relating theretothe “DIP Financing Liens”) are senior (in the manner provided in this Agreement with respect to priority) to the Liens on any Collateral for the benefit of the holders of First Priority Secured Debt, each of the other Secured Parties and Representatives shall raise no objection to such DIP Financing or use of cash collateral (subject to the Specified Rights) and shall subordinate its Liens with respect to such Collateral on the same priorities terms, and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptextent, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount Liens of the Required First Priority Debtholders (other than any Liens of any Required First Priority Debtholder constituting DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Liens) are subordinated thereto and (ii) to the Notes Collateral Agent and extent that such DIP Financing Liens rank pari passu, including pursuant to an intercreditor agreement with the NoteholdersLiens on any Collateral, and each other Secured Party will confirm the Pari Passu Collateral Agent and priorities with respect to such Collateral, in each case so long as (A) the Pari Passu Lenders, Secured Parties in respect of each Series of Secured Debt retain the right benefit of their Liens on such Collateral pledged to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing lenders with the same priority vis-a-vis the other holders of other Secured Debt (other than with respect to DIP Financing Liens) as existed prior to the commencement of the bankruptcy case, (B) the Secured Parties in respect of each Series of Secured Debt are granted Liens on any additional collateral pledged to any other holders of Secured Debt as adequate protection (or any comparable relief) or otherwise with the same priority vis-a-vis the other holders of First Priority Secured Obligations as existed prior to the commencement of the bankruptcy case, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Secured Debt, such amount is applied in accordance with the terms of this Agreement and (D) if the Secured Parties in respect of any Series of Secured Debt are granted adequate protection (or any comparable relief), in connection with such DIP Financing or cash collateral, the proceeds of such adequate protection (or any comparable relief) are applied in accordance with the terms of this Agreement (including the Specified Rights). For the avoidance of doubt, as related to the AerCap Secured Obligations, the restrictions in this Section 6.01 only apply to the rights of the Relevant Lessors and their Representative as Secured Parties under the AerCap Secured Obligations that are materially prejudicial secured by the Collateral, and such restrictions only apply to their intereststhe extent of the AerCap Secured Obligations.

Financing Issues. From (a) If, prior to the incurrence occurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility ABL Obligations, if any Obligor shall be Grantor becomes subject to any Insolvency Proceeding or Liquidation Proceeding, and if the Working Capital Facility Collateral ABL Agent consents (or any Working Capital Facility Lender shall desire (idoes not object) to permit the use of “Cash Collateral” ABL Priority Collateral (as such term for the avoidance of doubt, including but not limited to the use of any ABL Priority Collateral that is defined in Section 363(acash collateral) of the Bankruptcy Code) constituting Shared Collateral by any Grantor during any Insolvency or (ii) Liquidation Proceeding or provides financing to permit any Obligor to obtain financing Grantor under Section 364 of the Bankruptcy Code secured by ABL Priority Collateral (and, if secured by Term Priority Collateral, secured only by Liens on Term Priority Collateral that are junior to the Liens on such Term Priority Collateral securing the Term Obligations) or consents (or does not object) to the provision of such financing to any Grantor by ABL Secured Parties or any third party (any such financing, whether provided by the ABL Agent or any ABL Secured Parties (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then each Term Representative agrees, on behalf of itself and the other Term Secured Parties, that each Term Representative and Term Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral or to such ABL Priority DIP Financing, (b) shall not request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing except as permitted by Section 6.03 hereof, (c) will subordinate (and will be deemed hereunder to have subordinated) its Liens on any ABL Priority Collateral and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the Liens of each Second Priority Representative on such ABL Priority Collateral are subordinated to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the ABL Secured Parties, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the ABL Secured Parties and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the ABL Agent or the other ABL Secured Parties and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice, provided that,: (i) such ABL Priority DIP Financing or use of ABL Priority Collateral is subject to the terms of this Agreement. (ii) each Term Representative retains the right to object to any agreements or arrangements regarding the use of ABL Priority Collateral or the ABL DIP Financing that require a specific treatment of a claim in respect of the Term Obligations for purposes of a plan of reorganization or contravene the terms of this Agreement, (iii) as a condition of such ABL Priority DIP Financing or use of ABL Priority Collateral, until the Discharge of Term Obligations, (1) all Proceeds of the Term Priority Collateral shall either (x) be remitted to the Designated Term Representative for application to the Term Obligations or (y) only be used by Grantors subject to terms and conditions reasonably acceptable to the Designated Term Representative, and (2) unless otherwise agreed by the Designated Term Representative, no portion (or Proceeds) of the Term Priority Collateral shall be used to repay the ABL Obligations outstanding as of the date of the commencement of any Insolvency or Liquidation Proceeding. (b) If, prior to the occurrence of the Discharge of Term Obligations, any Grantor becomes subject to any Insolvency or Liquidation Proceeding, and if the Designated Term Representative consents (or does not object) to the use of Term Priority Collateral by any Grantor during any Insolvency or Liquidation Proceeding or provides financing to any Grantor under Section 364 of the Bankruptcy Code secured by Term Priority Collateral (and, if secured by ABL Priority Collateral, secured only by Liens on ABL Priority Collateral that are junior to the Liens on the ABL Priority Collateral securing the ABL Obligations) or consents (or does not object) to the provision of such financing to any Grantor by Term Secured Parties or any third party (any such financing, whether provided by the Designated Term Representations or any Term Secured Parties (or any of them) or any third party, being referred to herein as an “Term Priority DIP Financing”), then the Notes Collateral ABL Agent, on behalf of itself and the NoteholdersABL Secured Parties, and the Pari Passu Collateral Agentagrees, on behalf of itself and the Pari Passu Lendersother ABL Secured Parties, that the ABL Agent and each ABL Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such Term Priority Collateral or to such Cash Term Priority DIP Financing, (b) shall not request or accept adequate protection in connection with the use of such Term Priority Collateral use or such Term Priority DIP Financing except as permitted by Section 6.03 hereof, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens and any Adequate Protection Liens provided that in respect thereof (i) to the Liens on such Term Priority Collateral securing such Term Priority DIP Financing is on the same terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent as the Liens securing of the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) ABL Agent on such Term Priority Collateral are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared such Term Priority Collateral to the Liens securing such Term Priority DIP Financing (and all obligations relating theretosuch subordination will not alter in any manner the terms of this Agreement), (ii) in the same priorities and to the same extent as provided herein any adequate protection with respect to the Working Capital Facility Term Priority Collateral provided to the Term Secured Parties, including, without limitation, Adequate Protection Liens on the Term Priority Collateral provided to the Term Secured Parties and will not request adequate protection or (iii) to any other relief in connection therewith (except, as expressly “carve-out” with respect to the Term Priority Collateral for professional and United States Trustee fees agreed to by the Working Capital Facility Collateral Agent or Senior Priority Representative with respect to the extent permitted Term Priority Collateral or the other Senior Priority Secured Parties with respect to the Term Priority Collateral and (d) agrees that any notice of such events found to be adequate by this Section 6.2 or by Section 6.4(b))the bankruptcy court shall be adequate notice; provided, that that: (i) the aggregate principal amount of the such Term Priority DIP Financing plus or use of Term Priority Collateral is subject to the aggregate outstanding principal amount terms of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and this Agreement. (ii) the Notes Collateral Term Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain retains the right to object to any ancillary agreements or arrangements regarding Cash the use of Term Priority Collateral use or the Term DIP Financing that are materially prejudicial require a specific treatment of a claim in respect of the Term Obligations for purposes of a plan of reorganization or contravene the terms of this Agreement, (iii) as a condition of such Term Priority DIP Financing or use of Term Priority Collateral, until the Discharge of ABL Obligations, (1) all Proceeds of the ABL Priority Collateral shall either (x) be remitted to their intereststhe ABL Agent for application to the ABL Obligations or (y) only be used by Grantors subject to terms and conditions reasonably acceptable to the ABL Agent, and (2) unless otherwise agreed by the ABL Agent, no portion (or Proceeds) of the ABL Priority Collateral shall be used to repay the Term Obligations outstanding as of the date of the commencement of any Insolvency or Liquidation Proceeding.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if any Obligor of the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender class of Senior Secured Parties shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining debtor in possession or interim financing or financing under Section 363 or Section 364 of the Bankruptcy Code or similar provisions, statutory or otherwise, of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (or support any Person in objecting or otherwise contesting) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company extent permitted by the proviso in clause (ii) of Section 3.1(a) and its subsidiaries than Section 6.3, will not request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with the Liens securing such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities and basis as the Liens securing the Second Priority Debt Obligations are so subordinated to the same extent as provided herein Liens securing the Senior Obligations under this Agreement, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Working Capital Facility Senior Collateral, (b) objection to (and will not otherwise contest or support any Person in objecting to) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provisions, statutory or otherwise, of any other Bankruptcy Law, (c) objection to (and will not otherwise contest or support any Person in objecting to) any other request adequate protection for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (d) objection to (and will not otherwise contest or oppose or support any Person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other relief applicable Law), so long as any such credit bid provides for the payment in connection therewith full in cash of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (except, as expressly agreed by the Working Capital Facility Collateral Agent or 2) Business Days prior to the extent permitted by this Section 6.2 entry of an order approving such usage of cash or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the other collateral or approving such DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From Until the incurrence of the Working Capital Facility Obligations until the Senior Discharge of Working Capital Facility ObligationsDate has occurred, if any Obligor member of the Group shall be subject to any Insolvency Proceeding a Bankruptcy Case and the Working Capital Facility Collateral Senior Agent (acting on the instructions of the Majority Senoir Lenders) consents (or any Working Capital Facility Lender shall desire (idoes not object) to permit the sale, use or lease of “Cash Collateral” (as such term cash collateral or other assets of any member of the Group that is defined in subject to Transaction Security under Section 363(a) 363 of the Bankruptcy Code) constituting Shared Collateral , or consent (iior not object) to permit any Obligor to obtain member of the Group obtaining debtor-in-possession financing under Section 364 of the Bankruptcy Code (a “DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, each Second Lien Creditor agrees that: (a) it will raise no objection to and will not otherwise contest directly or indirectly any such Cash Collateral sale, use or lease of such cash collateral or other assets of any member of the Group subject to Transaction Security or DIP Financing if it complies with the DIP Financing Conditions below, including any proposed orders for such collateral use and/or DIP Financing which are acceptable to the Senior Agent, provided that: (provided that i) such DIP Financing is does not compel any member of the Group to seek confirmation of a specific plan or reorganisation or require the liquidation of all or substantially all of the assets of the applicable members of the Group subject to Transaction Security prior to a default under the documentation relating to such DIP Financing; (ii) the Security securing such DIP Financing shall be senior to or pari passu with the Security of each Senior Facility Creditor on terms and conditions no less favorable the assets of the applicable members of the Group subject to Transaction Security securing the then outstanding Senior Liabilities; (iii) such DIP Financing does not require any Second Lien Creditor to release any Security on the assets of the applicable members of the Group subject to Transaction Security as the same may exist at the time of such DIP Financing; and (iv) such DIP Financing does not impair or otherwise modify the rights of the Second Lien Creditors under this Agreement without the consent of the Second Lien Agent, (paragraphs (a)(i) to (iv) above collectively, the “DIP Financing Conditions”); (b) it will not request adequate protection (except to the Company and its subsidiaries than extent permitted by Clause 7.3 (Adequate Protection)) or any other debtor in possession financing available relief (except to the Company extent permitted by paragraph (b) of Clause 4.9 (Limited Permitted Enforcement: Second Lien Creditors)) in the marketconnection therewith in such Bankruptcy Case; (c) and to the extent the Liens Security securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are any Senior Liabilities is subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent it will subordinate their respective Liens on (and will be deemed hereunder to have subordinated) its Security in the Shared Collateral assets of any member of the Group subject to the Liens securing Transaction Security to: (i) such DIP Financing (and all obligations relating thereto) in on the same priorities basis as the Security securing the Second Lien Liabilities (as applicable) are so subordinated to Security securing Senior Liabilities under this Agreement; (ii) any adequate protection liens granted to the Senior Facility Creditors; and (iii) any “carve-out” for professional fees and costs, United States Trustee fees and costs and other customary fees and costs agreed to by the Senior Agent; (d) it will raise no objection to and will not otherwise contest directly or indirectly any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Liabilities made by any Senior Agent or any other Senior Facility Creditor; (e) it will raise no objection to, and will not otherwise contest, directly or indirectly any exercise by any Senior Facility Creditor of the right to credit bid Senior Liabilities at any sale or other disposition of assets of any member of the Group subject to Transaction Security under Section 363(k), Section 1129 or any other applicable provision of the Bankruptcy Code, provided that the Second Lien Creditors shall not be deemed to have waived: (i) any right to bid in connection with such dispositions; and (ii) their rights to credit bid on the assets of any member of the Group subject to Transaction Security in any such disposition in accordance with Section 363(k), Section 1129 or any other applicable provision of the Bankruptcy Code, in each case, so long as the proceeds of such bid are sufficient for, and applied to, repay the Senior Liabilities in their entirety in accordance with the terms of the Senior Finance Documents such that the Senior Discharge Date shall have occurred after giving effect to such repayment; (f) it will raise no objection to, and will not otherwise contest, directly or indirectly, will not seek consent rights in connection with, and will be deemed to have consented to such relief under Section 363(f) of the Bankruptcy Code, any order relating to a sale or other disposition of assets of any member of the Group subject to Transaction Security to which any Senior Agent has consented or not objected (including, without limitation, orders to retain professionals or establish bid and other sale procedures in connection with such sale or other disposition) that provides, to the extent such sale or other disposition is to be free and clear of any Security, that the Security securing the Senior Liabilities and the Second Lien Liabilities will attach to the proceeds of the sale on the same basis of priority as the Security on the assets of any member of the Group subject to Transaction Security securing the Senior Liabilities rank to the Security on the assets of any member of the Group subject to Transaction Security securing the Second Lien Liabilities (as applicable) pursuant to this Agreement, provided that: (i) the net cash proceeds of any such sale or other disposition are applied to the permanent reduction of the Senior Liabilities in accordance with Clause 16 (Application of Proceeds); and (ii) if any Second Lien Creditors becomes a judgment lien creditor or other secured creditor in respect of any Transaction Security as a result of its enforcement of its rights as an unsecured creditor in respect of Second Lien Liabilities (as applicable), such judgment lien or any other lien shall be: (A) subordinated to the Security on the assets of any member of the Group to Transaction Security securing the Senior Liabilities on the same basis as the Security on assets of any member of the Group subject to the Transaction Security securing the Second Lien Liabilities (as applicable) are so subordinated to the Security on the assets of any member of the Group subject to Transaction Security securing Senior Liabilities under this Agreement; and (B) otherwise subject to the terms of this Agreement for all purposes to the same extent as provided herein with respect all other Security on the assets of any member of the Group subject to Transaction Security securing the Second Lien Liabilities (as applicable) are subject to this Agreement; and (iii) it will not propose or provide any DIP Financing to any member of the Group unless: (A) the application of the proceeds of such DIP Financing would result in the occurrence of the Senior Discharge Date; (B) such DIP Financing is secured by Security on assets of any member of the Group subject to Transaction Security junior in priority to the Working Capital Security securing any Senior Liabilities and no Senior Facility and will not request adequate protection Creditors shall propose, or shall have proposed, to provide any other relief in connection therewith DIP Financing, or (except, as expressly agreed C) the provision of such DIP Financing is consented to by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsSenior Agent.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the The Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral AgentSecond Priority Representative, for itself and on behalf of itself each Second Priority Debt Party under the Second Priority Debt Facility, agrees that (except to the extent permitted by this Section 6.01 and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, will raise no objection to such Cash Collateral use or DIP Financing (provided that so long as such DIP Financing is in an amount that does not exceed the greater of (A) $20,000,000 and (B) 20% of the aggregate principal amount of Loans and drawn Letters of Credit and the face amount of undrawn Letters of Credit outstanding under the Senior Credit Agreement on terms the date of the commencement of such Insolvency or Liquidation Proceeding but excluding any Excess Senior Obligations (the “DIP Cap”)), it will raise no: (a) objection to and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and will not otherwise contest such sale, use or lease of such cash collateral or such DIP Financing and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a), the Notes Collateral Agent this Section 6.01, and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and Section 6.03, will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Collateral to (i) the aggregate principal amount of the such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of any letters of credit issued and not reimbursed Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and this Agreement, (ii) any adequate protection Liens provided to the Notes Collateral Agent Senior Secured Parties, and (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representative; (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations and the Noteholders, Collateral made by the Senior Representative or any other Senior Secured Party; (c) objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Collateral or to exercise any rights under Section 1111(b) of the Bankruptcy Code with respect to the Collateral; (d) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Collateral; or (e) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of any of the Collateral for which the Senior Representative has consented that provides, to the extent such sale or other disposition is to be free and clear of Liens, (i) that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Collateral securing the Senior Obligations rank to the Liens on the Collateral securing the Second Priority Debt Obligations pursuant to this Agreement, (ii) that Proceeds of such sale shall be applied to reduce the Senior Obligations, and (iii) Second Priority Debt Parties will not have been deemed to have waived the right to bid in cash in connection with the sale; notwithstanding the foregoing, the Second Priority Debt Parties may assert any objection to a sale or disposition of any Collateral that is inconsistent with the respective rights and obligations of the Senior Secured Parties and the Second Priority Debt Parties under this Agreement (without limiting the foregoing, Second Priority Debt Parties may not raise any objections based on rights afforded by Sections 363(e), (f) and (k) of the Bankruptcy Code to secured creditors or any comparable provision of any other Bankruptcy Law); provided that the foregoing shall not prevent the Second Priority Debt Parties from objecting to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing relating to any provision or content of a plan of reorganization. The Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under the Second Priority Debt Facility, agrees that are materially prejudicial notice from the Company received two (2) Business Days prior to their intereststhe entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Borrower or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral and any other collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus the aggregate face amount Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral (including pursuant to Section 363(k) of the Bankruptcy Code), (d) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order relating to a sale of assets of any Grantor for which any First Lien Agent has consented or not otherwise objected to that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or do to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second Priority Collateral in accordance with this Agreement.