Common use of Financing Matters Clause in Contracts

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

Financing Matters. (a) If any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or with respect to the other First ABL Priority Secured Parties desire to consent Collateral consents (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or to provide financing to any Loan Party under the Bankruptcy Code or to consent consents (or does not object) to the provision of such financing to any Loan Party Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured PartiesParties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral ABL Priority Collateral or to such ABL Priority DIP Financing, (b) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral ABL Priority Collateral or such ABL Priority DIP Financing except as set forth in permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on or the Third Priority Liens, as applicable, and any Common Collateral 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 First Priority Liens on such ABL Priority Collateral are subordinated thereto to such 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 First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties, Parties with respect to the ABL Priority Collateral and (d) agrees that any notice received two calendar days prior of such events found to be adequate by the entry of an order approving such usage of cash collateral or approving such financing bankruptcy court shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties Lien Agents desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative Lien Agent agrees, subject to the DIP Conditions, on behalf of itself and the other Second Priority Lien Secured Parties, that each Second Priority Lien Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing Financing, except as set forth in Section 5.4 paragraph 6.5 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority their Liens on any Common Collateral (i) to such DIP Financing on the same terms as the Liens securing the First Priority Liens Lien Obligations are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Lien Secured Parties in connection therewith and (iii) to any reasonable and customary “carve-out” agreed to by the First Priority Representative or the other First Priority Secured PartiesLien Agents, and (d) agrees that notice received two calendar three (3) business days prior to the filing of the motion seeking entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) notice. If any Loan Party becomes subject to any Insolvency Proceeding and the First Lien Secured Parties provide a DIP Financing that satisfies the DIP Conditions and this Section 6.3, the Second Priority Representative retains its Lien Agent agrees, on behalf of itself and the Common Collateral to secure other Second Lien Secured Parties, that none of the Second Priority Lien Secured Parties shall provide DIP Financing to any Loan Party secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations (in each case, including proceeds thereof arising after other than the commencement of Excess First Lien Obligations) or the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be provided by the First Lien Secured Parties or that affords the lenders under any DIP Financing provided to any Loan Party by any Second Lien Secured Party a claim that is equal or senior to or on a parity with the Liens any adequate protection claims of the First Priority Representative Lien Secured Parties in respect of their interests in the Common Collateral, without the prior written consent of the First Lien Agents. Notwithstanding anything herein to the contrary, the Second Lien Agent, on behalf of itself and the First Priority Creditors on Common Collateral securing other Second Lien Secured Parties, solely in their capacity as unsecured creditors and not as secured creditors of any Loan Party, may raise any objections to any use, sale, or lease of “cash collateral”, or DIP Financing that could be raised by any unsecured creditor of the First Priority ObligationsLoan Parties.

Financing Matters. If any Loan Party Obligor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the Collateral Agent, the First Priority Representative Lien Agent or the other First Priority Lien Secured Parties desire to consent (or not object) to the sale, use or lease of cash collateral or other Collateral under the Bankruptcy Code or to provide financing to any Loan Party Obligor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party Obligor by any third party (any such financing, “DIP Financing”), then the Second Priority Representative Lien Agent agrees, on behalf of itself and the other Second Priority Lien Secured Parties, that each Second Priority Lien Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the sale, use or lease of such cash collateral or other Collateral or to such DIP Financing, (bii) will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such cash collateral or other Collateral or such DIP Financing except as set forth in Section 5.4 5.04 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (ix) to such DIP Financing on with the same terms and conditions as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection provided to the First Priority Lien Secured Parties and (iiiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Collateral Agent, the First Priority Representative Lien Agent or the other First Priority Lien Secured Parties, and (div) agrees that notice received two calendar days three (3) Business Days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. Buyer shall comply with its obligations under the Debt Commitment Letter and shall use its reasonable efforts to consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using its reasonable efforts to (i) negotiate definitive agreements with respect to the Financing on the terms and conditions contained in the Debt Commitment Letter and (ii) satisfy all conditions to the Debt Financing to the extent the satisfaction of such conditions is within the control of Buyer. If any Loan Party portion of the Debt Financing becomes subject unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Buyer will seek in good faith to any Insolvency Proceeding at any time prior arrange to obtain such portion from alternative sources on terms and conditions that are equivalent or more favorable to Buyer as promptly as practicable. Subject to the First Priority Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties desire satisfaction by Seller of its obligations pursuant to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting toSection 5.02, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as conditions set forth in Section 5.4 below10.01 and 10.02 (other than Section 10.02(e)) and the conditions to funding set forth in the Debt Commitment Letter (other than conditions the nonsatisfaction of which is solely the result of the failure of the Equity Financing to be consummated), (c) Buyer will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing draw down on the same terms as Bridge Loans, the First Priority Liens are subordinated thereto (Senior Bridge Loans and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations Senior Subordinated Bridge Loans (in each case, including proceeds thereof arising after as defined in the commencement Debt Commitment Letter) if adequate funding has not been obtained through the issuance of the case under Subordinated Notes and the Bankruptcy CodeNotes (in each case, as defined in the Debt Commitment Letter) and the senior secured portion of the Debt Financing, in each case, as necessary to enable the Debt Financing to be funded on or prior to the later of (A) May 31, 2006 and (B) the earlier of (1) June 30, 2006 and (2) the 30th day after the first date on which both (x) Seller shall have provided Buyer with all Liens on Common Collateral securing financial information reasonably necessary to complete an offering memorandum for the Subordinated Notes and Notes financing (it being understood that such requirement shall not be satisfied if such information would go “stale” within such 30-day period) and (y) the conditions set forth in Section 10.01(a), 10.01(b), 10.01(c), 10.02(b) and 10.02(c) have been satisfied and the parties reasonably expect that the condition set forth in Section 10.01(e) will be satisfied within 30 days. Buyer will give Seller prompt notice of any such DIP Financing shall be senior to material breach by any party of the Debt Commitment Letter or any termination of the Debt Commitment Letter. To the extent reasonably requested by Seller, Buyer will keep Seller informed on a parity with the Liens current basis in reasonable detail of the First Priority Representative and status of its efforts to consummate the First Priority Creditors on Common Collateral securing Financing. Buyer will not agree to any material amendment or modification to, or grant or seek any waiver under, the First Priority ObligationsDebt Commitment Letter without first consulting with Seller and, if such amendment, modification or waiver would or would reasonably be expected to adversely affect or delay in any material respect Buyer’s ability to consummate the Debt Financing or the Closing, receiving Seller’s prior written consent.

Financing Matters. If (a) With respect to each Type of Common Collateral, if any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent consents (or does not object) to the use of such Common Collateral (for the avoidance of doubt, including but not limited to the use of cash collateral under the Bankruptcy Code collateral) by any Loan Party during any Insolvency Proceeding or to provide provides financing to any Loan Party under the Bankruptcy Code or to consent consents (or does not object) to the provision of such financing to any Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties or any third party, being referred therein as a “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that each Second Priority Secured Party and each Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral Common Collateral or to such DIP Financing, (b) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral Common Collateral or such DIP Financing except as set forth in permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on or the Third Priority Liens, as the case may be, and any Common Collateral Adequate Protection Liens provided in respect thereof, (i) to such DIP Financing on with the same terms and conditions as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection protection, including, without limitation, Adequate Protection Liens, provided to the First Priority Secured Parties and (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Representative or the other First Priority Secured Parties, Parties and (d) agrees that any notice received two calendar days prior of such events found to be adequate by the entry of an order approving such usage of cash collateral or approving such financing bankruptcy court shall be adequate notice so long as (A) notice. With respect to each Type of Common Collateral, after the occurrence of the First Priority Obligations Payment Date, if the Second Priority Representative retains its Lien on consents (or does not object) to the use of such Common Collateral by any Loan Party during any Insolvency Proceeding or to secure any DIP Financing, then the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that each Third 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 Common Collateral or to such DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such Common Collateral or such DIP Financing as permitted by Section 5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Third Priority Liens and any Adequate Protection Liens provided in respect thereof (i) to such DIP Financing with the same terms and conditions as the Second Priority Obligations Liens are subordinated thereto (and such subordination will not alter in each caseany manner the terms of this Agreement), including proceeds thereof arising after (ii) to any adequate protection, including, without limitation, Adequate Protection Liens, provided to the commencement of the case under the Bankruptcy Code) Second Priority Secured Parties and (Biii) all Liens on Common Collateral securing to any “carve-out” for professional and United States Trustee fees agreed to by the Second Priority Representative or the other Second Priority Secured Parties and (d) agrees that any notice of such DIP Financing events found to be adequate by the bankruptcy court shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsadequate notice.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority Senior Obligations Payment Date, and if the First Priority Senior Representative or the other First Priority Secured Parties desire desires to consent (or not object) to the use of cash collateral under the Bankruptcy Code (or similar bankruptcy law) that represents proceeds of Collateral or to provide financing to any Loan Party under the Bankruptcy Code (or similar bankruptcy law) or to consent (or not object) to the provision of such financing to any Loan Party secured by a Lien on any third party Collateral (any such financing, “DIP Financing”), then then, so long as (1) the Second Priority maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of Senior Obligations outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the Senior Obligations) does not exceed the principal amount of $35,000,000, (2) subject to clause (B) of this subparagraph (a), each Junior Representative retains a Lien on all Collateral with the same priority as existed prior to the commencement of the Insolvency Proceeding, (3) to the extent that the Senior Representative is granted adequate protection in the form of a Lien on Collateral, each Junior Representative is permitted to seek a Lien on such additional Collateral as existed prior to the commencement of the Insolvency Proceeding and the Senior Representative agrees not to object to such action by the applicable Junior Representative, (4) the terms of such DIP Financing do not require Holdings or any other Loan Party to seek approval for any plan of reorganization that is inconsistent with this Agreement, and (5) the terms of such DIP Financing do not require any Junior Secured Parties to advance additional funds pursuant to such DIP Financing, each Junior Representative agrees, on behalf of itself and the other Second Priority respective Junior Secured Parties, that each Second Priority such Junior Secured Party Parties (aA) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request Financing on the grounds of a failure to provide “adequate protection” for such Junior Representative’s Lien on the Collateral to secure the applicable Junior Obligations or accept adequate protection or on any other relief in connection with grounds and (B) if requested by the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 belowSenior Representative, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority applicable Junior Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Senior Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties Senior Representative and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured PartiesSenior Representative, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority such Junior Representative retains its Lien on the Common Collateral to secure the Second Priority its Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations).

Financing Matters. If any Loan Credit Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the Collateral Agent, the First Priority Representative Lien Agent or the other First Priority Lien Secured Parties desire to consent (or not object) to the sale, use or lease of cash or other collateral under the Bankruptcy Code or to provide financing to any Loan Credit Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Credit Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative Lien Agent agrees, on behalf of itself and the other Second Priority Lien Secured Parties, that each Second Priority Lien Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the sale, use or lease of such cash or other collateral or to such DIP Financing, (bii) will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such cash or other collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (ix) to such DIP Financing on with the same terms and conditions as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection provided to the First Priority Lien Secured Parties and (iiiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Collateral Agent, the First Priority Representative Lien Agent or the other First Priority Lien Secured Parties, and (div) agrees that notice received two calendar three (3) business days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. (a) If any Loan Party the Vendor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Senior Debt Obligations Payment Date, and if the First Priority Senior Debt Representative or the other First Priority Senior Debt Secured Parties desire to consent (or not object) to the use of cash collateral under any Insolvency Law, to the Bankruptcy Code extent applicable or to provide financing to any Loan Party the Vendor under the Bankruptcy Code applicable Insolvency Laws or to consent (or not object) to the provision of such financing to any Loan Note Party by any third party (any such financing, “Senior Debt DIP Financing”), then the Second Priority Representative agrees, on behalf of itself Purchaser agrees that the Purchaser (i) (x) will consent and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) and will be deemed hereunder to have consented consented) to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such Senior Debt DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Royal Gold Lien on the Collateral to secure the Royal Gold Obligations or on any other grounds and (by) will not request or accept any adequate protection or any other relief protection, to the extent applicable in connection with the use subject Insolvency Proceeding, solely as a result of such cash collateral or such Senior Debt DIP Financing except except, to the extent applicable, as set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Royal Gold Liens on any Common Senior Debt Priority Collateral (iA) to such Senior Debt DIP Financing on the same terms as the First Priority Senior Debt Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority Senior Debt Secured Parties and Parties, (iiiC) to any “carve-out” agreed to by the First Priority Senior Debt Representative or the other First Priority Senior Debt Secured Parties and (D) to any court-ordered charge ranking senior to the Senior Debt Liens agreed to by the Senior Debt Representative or other Senior Debt Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Representative Purchaser retains its Lien on the Common Collateral to secure the Second Priority Royal Gold Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the Insolvency Proceeding) and, as to the Royal Gold Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under applicable Insolvency Law and any Lien securing such Senior Debt DIP Financing is junior and subordinate to the Bankruptcy Code) and Lien of the Purchaser on the Royal Gold Priority Collateral, (By) all Liens on Common Senior Debt Priority Collateral securing any such Senior Debt DIP Financing shall be senior to or on a parity with the Liens of the First Priority Senior Debt Representative and the First Priority Creditors on Common Collateral Senior Debt Lenders securing the First Senior Debt Obligations on Senior Debt Priority Collateral and (z) if the Senior Debt Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the Senior Debt Obligations, and such replacement or adequate protection Lien is on any of the Royal Gold Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Royal Gold Priority Collateral (the “Royal Gold Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Purchaser on the Royal Gold Priority Collateral and (2) the Purchaser also receives a replacement or adequate protection Lien on such Royal Gold Post-Petition Assets of the debtor to secure the Royal Gold Obligations. In no event will any of the Senior Debt Secured Parties seek to obtain a priming Lien to secure any Senior Debt DIP Financing on any of the Royal Gold Priority Collateral and nothing contained herein shall be deemed to be a consent by the Purchaser to any adequate protection payments using Royal Gold Priority Collateral. Without prejudice to the rights of the Purchaser under this Agreement, the Senior Debt Representative may seek the appointment of a Receiver by the court over all of the Collateral (including all or any part of the Royal Gold Priority Collateral) and propose to the court that it grant the Receiver priming liens over all such Collateral for funding the costs of the receivership as is customary in Canadian receivership proceedings; provided, however, the Senior Debt Representative will not commence any Insolvency Proceeding for the appointment of a Receiver by a court with less notice to the Purchaser than is required by the applicable rules of court procedure, unless (i) the Senior Debt Representative reasonably determines that such an action is necessary to preserve and/or protect such Collateral from immediate damage or significant diminution in value and (ii) the Senior Debt Representative provides the Purchaser with no less than three (3) business day’s prior written notice of the hearing of the application to the court, to the extent possible; provided, however, that the Senior Debt Representative will not have any personal liability to the Purchaser for failure to provide the Purchaser with such prior written notice. The immediately forgoing sentence is not intended and shall not be construed as a waiver by the Purchaser of any statutory right to receive earlier notice from the Senior Debt Representative or other Person in connection with the appointment of a Receiver or an application to the court for the appointment of a Receiver. In no event shall the Purchaser sell or obtain a priming lien on any Senior Debt Priority Collateral in any Insolvency Proceedings or otherwise. Notwithstanding the granting of any priming liens by a court in favor of a Receiver over such Collateral, all rights and obligations of the Purchaser and the Senior Debt Representative are intended to be and shall be deemed to be subject to the Lien Priority and other terms and conditions of this Agreement.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the sale, use or lease of cash or other collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the sale, use or lease of such cash or other collateral or to such DIP Financing, (bii) will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such cash or other collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (ix) to such DIP Financing on (and all obligations related thereto) to the same terms as extent the First Priority Liens are subordinated thereto or pari passu therewith (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection provided to the First Priority Secured Parties and (iiiz) to any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Representative or the other First Priority Secured Parties, and (div) agrees that notice received two calendar five (5) business days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative Senior Agent or the other First Priority Secured Parties Senior Creditors desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative Subordinated Lender agrees, on behalf of itself and the other Second Priority Secured PartiesSubordinated Creditors, that each Second Priority Secured Party Subordinated Creditor (ai) will take no position contrary to the Senior Creditors, nor support any Person who takes a position contrary to the Senior Creditors with respect to the use of such cash collateral or to such DIP Financing, (ii) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (biii) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 paragraph 7.4 below, (civ) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Subordinated Liens on any Common Collateral (ix) to such DIP Financing on the same terms as the First Priority Senior Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection provided to the First Priority Secured Parties Senior Creditors and (iiiz) to any “carve-out” agreed to by the First Priority Representative Senior Agent or the other First Priority Secured Parties, Senior Creditors and (dv) agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long notice. For the avoidance of doubt, any amounts advanced to a Loan Party as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement part of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such a DIP Financing shall not apply toward or be senior restricted by the Senior TDI Collateral Limit and shall not be subject to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority ObligationsSection 6.1.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Date, and if the any First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 each Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as and that notice received 15 calendar days prior to a hearing to approve DIP Financing or use of cash collateral on a final basis shall be adequate; provided that (Ai) the Second Priority Representative retains its Lien on the right to object to any ancillary agreements or arrangements regarding the cash collateral use or the DIP Financing that are materially prejudicial to their interests and (ii) (A) the DIP Financing does not compel the Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (B) the DIP Financing documentation or cash collateral order does not expressly require the sale or other liquidation of the Common Collateral prior to secure a default under the DIP Financing documentation or cash collateral order. No Second Priority Obligations Creditor may propose or provide any DIP Financing which (in each casei) rolls-up or otherwise includes or refinances all or any portion of any pre-petition Second Priority Obligations, including proceeds thereof arising after (ii) compels the commencement Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the case under material terms are set forth in the Bankruptcy CodeDIP Financing documentation or a related document, (iii) and (B) all Liens on expressly requires the sale or other liquidation of the Common Collateral securing any prior to a default under such DIP Financing shall be senior to documentation or on a parity (iv) is otherwise inconsistent with the Liens any provision of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsthis Agreement.

Financing Matters. If the Company or any Loan Party becomes other Grantor shall be subject to any Insolvency Proceeding at any time prior to and the First Priority Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties ABL Agent shall desire to consent (or not object) to permit the use of cash collateral or to permit the Company or any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or to provide financing to any Loan Party under similar Bankruptcy Law (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, “ABL DIP Financing”)) in an aggregate principal amount that when taken together with the principal amount of ABL Obligations under the Existing ABL Agreement does not exceed the maximum principal amount of Indebtedness that could then be incurred by the Company under the Existing ABL Agreement (as in effect on the date hereof) pursuant to clauses (1) and (16) of the definition of the term “Permitted Debt” (as defined in the Existing Indenture as in effect on the date hereof) and, in any event, which is not to be secured by any of the Indenture Priority Collateral other than liens that are subordinated or pari passu with the liens on the ABL Secured Parties in the Indenture Priority Collateral, then the Second Priority Representative agreesIndenture Agent, on behalf of itself and the other Second Priority Indenture Secured Parties, agrees that each Second Priority Secured Party it (ax) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the to such use of such cash collateral or to such DIP Financing, (b) Financing and will not request or accept adequate protection or any other relief in connection with therewith (except to the use of such cash collateral extent permitted by Section 6.4 or such DIP Financing except as set forth in Section 5.4 below, relating to Indenture Priority Collateral) and (cy) will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Second Priority Liens on any Common Collateral (iother than the Indenture Priority Collateral) to such DIP Financing (and all Obligations relating thereto) on the same terms basis as the First Liens on the ABL Priority Liens Collateral that secures the Indenture Obligations are subordinated thereto (and such subordination will not alter in any manner to the terms of Liens thereon that secures that ABL Obligations under this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Revolving Facility Obligations Payment Date, and if the First Priority Representative Revolving Facility Agent or the other First Priority Revolving Facility Secured Parties desire to consent (or not object) to the use of cash collateral that constitutes Revolving Facility Priority Collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “Revolving Facility DIP Financing”), which Revolving Facility DIP Financing shall be secured by the Revolving Facility Priority Collateral, then the Second Priority Representative Term Facility Agent agrees, on behalf of itself and the other Second Priority Term Facility Secured Parties, Parties that each Second Priority Term Facility Secured Party Party, so long as the aggregate amount of the Revolving Facility DIP Financing does not exceed $165,000,000, (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such Revolving Facility DIP Financing, (bii) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such Revolving Facility DIP Financing except as set forth in Section paragraph 5.4 below, and (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Facility Liens on any Common the Revolving Facility Priority Collateral (iA) to such Revolving Facility DIP Financing on the same terms as the First Priority Revolving Facility Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority Revolving Facility Secured Parties and (iiiC) to any “carve-out,” including for debtor’s professionals, agreed to by the First Priority Representative Revolving Facility Agent or the other First Priority Revolving Facility Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A1) the Second Priority Representative Term Facility Agent retains its Lien the Term Facility Liens on the Common Collateral to secure the Second Priority Term Facility Obligations (in each case, including proceeds thereof arising after the commencement of any such Insolvency Proceeding), and, as to the case under Term Facility Priority Collateral only, such Lien has the Bankruptcy Code) same priority as existed prior to the commencement of such Insolvency Proceeding and any Lien securing such Revolving Facility DIP Financing is junior and subordinate to the Term Facility Lien on the Term Facility Priority Collateral, (B2) all Liens on Common Revolving Facility Priority Collateral securing any such Revolving Facility DIP Financing shall be senior to or on a parity with the Revolving Facility Liens on such Revolving Facility Priority Collateral and (3) if the Revolving Facility Agent receives a replacement or adequate protection Lien on post-petition assets of any Loan Party that constitute Term Facility Priority Collateral (the First Priority Representative “Term Facility Post-Petition Assets”) to secure the Revolving Facility Obligations, (x) such replacement or adequate protection Lien on such Term Facility Post-Petition Assets is junior and subordinate to the First Priority Creditors Term Facility Lien on Common Collateral securing such Term Facility Post-Petition Assets and (y) the First Priority Term Facility Agent also receives a replacement or adequate protection Lien on such Term Facility Post-Petition Assets to secure the Term Facility Obligations.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the Controlling First Lien Priority Representative or the other First Lien Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 each Second Lien Priority Representative agrees, on behalf of itself and the other Second Lien Priority Secured Parties, that each Second Lien Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) (x) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto or (y) if such DIP Financing is secured by Liens which are equally and ratably ranked with the First Priority Liens, to such DIP Financing on the same terms as the Second Priority Liens are subordinated to the First Priority Liens (and any such subordination under clause (x) or (y) will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Lien Priority Secured Parties and (iii) to any “carve-out” agreed to by the Controlling First Lien Priority Representative or the other First Lien Priority Secured Parties, and (d) agrees that notice received two calendar days Business Days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. If any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or (acting at the other direction of the requisite First Priority Secured Parties desire Parties) desires to consent (or not object) to permit the use of cash collateral or to permit any Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or to provide financing to any Loan Party under the similar provision in any Bankruptcy Code or to consent Law (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Junior Priority Representative agreesRepresentative, for itself and on behalf of itself and the other Second each applicable Junior Priority Secured PartiesParty, agrees that each Second Priority Secured Party (a) will be deemed to have consented to, it will raise no objection to, nor and will not support any other Person objecting objection to, the and will not otherwise contest such use of such cash collateral or to such DIP Financing, (b) Financing and will not request or accept adequate protection or any other relief in connection therewith (except to the extent permitted by Section 5.4) and, to the extent the Liens securing the First Priority Obligations are subordinated or pari passu with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 belowFinancing, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Liens in the Shared Collateral in favor of the Junior Priority Liens on any Common Collateral (i) Obligations to such DIP Financing (and all Obligations relating thereto) on the same terms basis as the First Priority Liens they are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Obligations. The Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Parties Party, agrees that, in the event of an Insolvency Proceeding, it will raise no objection to, and will not support any objection to, and will not otherwise contest (iiia) to any “carve-out” agreed to motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Priority Obligations made by the First Priority Representative or any First Priority Secured Party, (b) any lawful exercise by the First Priority Representative or any other First Priority Secured PartiesParty of the right to credit bid any First Priority Obligations at any sale in foreclosure of First Priority Collateral, (c) any other request for judicial relief made in any court by the First Priority Representative or any other First Priority Secured Party relating to the lawful enforcement of any First Priority Lien and (d) agrees any order relating to a sale of assets of any Grantor for which the First Priority Representative has consented that notice received two calendar days prior provides, to the entry extent the sale is to be free and clear of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) Liens, that the Second Liens securing the First Priority Representative retains its Lien on the Common Collateral to secure Obligations and the Second Priority Obligations (in each case, including will attach to the proceeds thereof arising after the commencement of the case under sale on the Bankruptcy Code) and (B) all same basis of priority as the existing Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity in accordance with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsthis Agreement.

Financing Matters. (a) If any Loan Credit Party becomes shall be subject to any Insolvency Proceeding at any time and First Priority Representative or one or more of the other First Priority Secured Parties shall desire, prior to the First Priority Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to permit the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan such Credit Party 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 financingcollectively, “DIP Financing”)) under Section 363 or Section 364 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) to be secured by all or any portion of the Common Collateral, then the Second Priority Representative agreesRepresentative, on behalf of itself and the other Second Priority Secured PartiesLenders, that each Second agrees that, so long as (i) the aggregate amount of all loans outstanding pursuant to the First Priority Secured Party Agreements (aother than amounts added to principal as a result of capitalizing other First Priority Obligations not paid in cash) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, plus the use aggregate amount of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) does not exceed the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement)Cap Amount, (ii) to any adequate protection provided to the First Priority Secured Parties interest rate, fees, advance rates, lending limits and sublimits are commercially reasonable under the circumstances, (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its a Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of such proceeding) with the same priority (subject to the priority of such DIP Financing) as existed prior to the commencement of the case under applicable law (an “Adequate Protection Lien”), (iv) the Bankruptcy CodeSecond Priority Representative receives a replacement lien (a “Permitted Replacement Lien”) on post-petition assets to the same extent granted to First Priority Representative, with the same priority (subject to the priority of such DIP Financing) as existed prior to the commencement of the case under applicable law, and (Bv) all such use of cash collateral or DIP Financing is subject to the terms of this Agreement, it will raise no objection to such DIP Financing, and the Second Priority Representative, on behalf of itself and the Second Priority Lenders, hereby agrees that its Liens on in the Common Collateral securing any shall be subordinated to such DIP Financing shall be senior (and all obligations relating thereto) to or on a parity with the Liens of same extent and upon the First Priority Representative same terms and the First Priority Creditors on Common Collateral securing the First Priority Obligationsconditions specified in this Agreement.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative proposes, consents to or the other First Priority Secured Parties desire to consent (or does not object) object to the continued use of cash collateral under the Bankruptcy Code that is subject to a Lien by any Loan Party during such Insolvency Proceeding, or proposes to provide financing to any Loan Party under the Bankruptcy Code or to consent (consents or does not object) object to the provision of such financing to any Loan Party by any third party (including, for the avoidance of doubt, any such financing that will result in the “roll-up” of all or any portion of the First Priority Obligations) (any such financing, whether provided by the First Priority Secured Parties or any third party, being referred to herein as a “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (aw) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (bx) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in to the extent permitted by Section 5.4 below, (cy) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on and any Common Collateral Adequate Protection Liens provided in respect thereof, (i) to such DIP Financing on the same terms so long as the First Priority Liens are subordinated thereto junior to or pari passu with the Liens securing such DIP Financing, to such DIP Financing (and, if the First Priority Liens are junior to the Liens securing such DIP Financing, such subordination shall be on the same terms and conditions as the First Priority Liens are junior to such DIP Financing), it being understood that any such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection protection, including, without limitation, Adequate Protection Liens, provided to the First Priority Secured Parties and (iii) to any “carve-out” for professional, Chapter 7 Trustee and United States Trustee fees agreed to by the First Priority Representative or the other First Priority Secured Parties, Parties and (dz) agrees that any notice received two calendar days prior of such events found to be adequate by the entry of an order approving such usage of cash collateral or approving such financing bankruptcy court shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), then the Second Priority Note Representative agrees, on behalf of itself and the other Second Priority Note Secured Parties, that each Second Priority Note Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Note Representative’s Lien on the Collateral to secure the Note Obligations or on any other grounds and (by) will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Note Liens on any Common ABL Priority Collateral (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Note Representative retains its their Lien on the Common Collateral to secure the Second Priority Note Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Note Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Note Representative on the Note Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral ABL Lenders securing the First ABL Obligations on ABL Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Note Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Note Priority Collateral (the “Note Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Note Representative on the Note Priority Collateral and (2) the Note Representative also receives a replacement or adequate protection Lien on such Note Post-Petition Assets of the debtor to secure the Note Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Note Priority Collateral and nothing contained herein shall be deemed to be a consent by Note Secured Parties to any adequate protection payments using Note Priority Collateral.

Financing Matters. If Until the Discharge of First Priority Obligations has occurred, if the Borrower or any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire desires to consent (or not object) to permit the use of cash collateral or to permit the Borrower or any Grantor obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or to provide financing to any Loan Party under the other similar provision in any Bankruptcy Code or to consent Law (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party Parties (a) will be deemed to have consented to, to and will raise no objection to, nor support any other Person objecting to, the not object to such use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below5.4, (c) to the extent the Liens securing the First Priority Obligations are subordinated or pari passu with such DIP Financing or any “carve out”, will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any in the Common Collateral (i) to such DIP Financing (and all obligations related thereto) on the same terms basis as the First Priority Liens they are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties Obligations and (iiid) to will raise no objection to, and will not otherwise contest any “carve-out” agreed to motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of the First Priority Obligations made by the First Priority Representative or any First Priority Secured Party; provided that (A) such DIP Financing shall not, together with the other First Priority Outstanding Amount, exceed the sum of the Maximum First Priority Amount, plus $40,000,000, (B) the Second Priority Secured Parties shall retain the right to object to any ancillary agreements or arrangement regarding the use of cash collateral or the DIP Financing that are materially adverse to the Second Priority Secured Parties, (C) if obtained by the First Priority Secured Parties, and (d) agrees that notice received two calendar days prior the Second Priority Secured Parties shall have the right to seek adequate protection in the entry of an order approving such usage form of cash collateral or approving such financing shall be adequate notice so long as payments for fees and expenses only, (AD) the Second Priority Representative retains its Lien on Secured Parties shall have the right to object to any DIP Financing that compels the Borrower or any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing agreement and (E) the proposed cash collateral order or DIP Financing agreement does not expressly require the sale of all or substantially all of the Common Collateral prior to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case a default under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such cash collateral order or such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsagreement.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or (acting at the other direction of the requisite First Priority Secured Parties desire Parties) desires to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any replacement liens provided as adequate protection provided to the First Priority Secured Parties on the same terms as the Second Priority Liens are subordinated to the First Priority Liens under this Agreement and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties. Notwithstanding the foregoing, and (d) agrees that notice received two calendar days prior the aggregate principal amount of the DIP Financing shall not exceed an amount equal to the entry sum of an order approving such usage (x) $550,000,000 of cash collateral or approving such financing shall be adequate notice so long as new commitments plus (Ay) any amounts outstanding under the Second First Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after Agreement upon the commencement of the case applicable Insolvency Proceeding (including Hedging Obligations, Cash Management Obligations and Platinum Lease Obligations) that are converted, exchanged or otherwise rolled into the post-petition obligations outstanding under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsfacility.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code (including, without limitation, financing including a priming Lien under Section 364(d) of 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (bii) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 paragraph 5.04 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (ix) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and thereto(and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection provided to the First Priority Secured Parties and (iiiz) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (div) agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) notice; provided, however that the Second Priority Representative retains its Second Parties may object to a DIP Financing (i) on the basis that they are not receiving adequate protection permitted under paragraph 5.04 below, (ii) to the extent the outstanding principal amount of the DIP Financing and the principal amount of the other First Priority Obligations exceed the Maximum First Priority Obligations Amount or (iii) if they do not retain a Lien on the Common Collateral to secure or the Second Priority Obligations (in each case, including proceeds thereof arising after at the same priority as existed prior to the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing such Insolvency Proceeding subject to any priming Lien in such DIP Financing shall be senior to or on a parity with and the Liens priority of the First Priority Representative and Liens provided hereunder. No Second Priority Secured Party shall propose or support any third party who proposes any DIP Financing without the express written consent of the First Priority Creditors on Common Collateral securing Representative, which consent may be withheld in the sole discretion of the First Priority ObligationsRepresentative.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative Lien Agent or the other First Priority Secured Parties Lien Creditors desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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”), or the Liens securing any DIP Financing (“DIP Financing Liens”), then the Second Priority Representative Lien Trustee agrees, on behalf of itself and the other Second Priority Secured PartiesLien Creditors, that that, until the First Lien Discharge Date, each Second Priority Secured Party Lien Creditor (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP FinancingFinancing and DIP Financing Liens, unless (A) the First Lien Creditors, or a representative authorized by the First Lien Creditors (including, without limitation, the First Lien Agent), shall then oppose or object to such DIP Financing or DIP Financing Liens, or (B) such DIP Financing Liens are not senior to, or do not rank pari passu with, the Liens securing the First Priority Liens, (bii) will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such cash or other collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, and (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Liens securing the Second Priority Liens on any Common Collateral Obligations (ix) to such DIP Financing on Liens with the same terms and conditions as the Liens securing the First Priority Liens Lien Obligations are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection provided to the First Priority Secured Parties Lien Creditors and (iiiz) to any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Representative Lien Agent or the other First Priority Secured PartiesLien Creditors. Notwithstanding the foregoing, and (d) agrees that notice received two calendar days prior this Section 5.1 will only be binding on the Second Lien Creditors with respect to any DIP Financing to the entry extent the principal amount of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity Financing, when taken together with the Liens aggregate principal amount of the First Priority Representative Obligations (including drawn and undrawn amount of all outstanding letters of credit constituting First Lien Obligations) does not exceed the First Priority Creditors on Common Collateral securing the First Priority ObligationsLien Cap.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, and the Junior Priority Representative agrees, on behalf of itself and the other Junior Priority Secured Parties, that each Second Priority Secured Party or Junior Priority Secured Party, as applicable, (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, provided that, except as otherwise agreed by the Second Priority Representative, the principal amount of such DIP Financing does not exceed (together with amounts outstanding under the First Priority Agreements which are subject to the Cap Amount) the Cap Amount, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral or Junior Priority Liens, as the case may be, (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. If Until the Discharge of Pulitzer First Priority Obligations has occurred, if the Borrower or any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the Pulitzer First Priority Representative or the other First Priority Secured Parties desire desires to consent (or not object) to permit the use of cash collateral or to permit the Borrower or any Grantor obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or to provide financing to any Loan Party under the other similar provision in any Bankruptcy Code or to consent Law (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Pulitzer Second Priority Secured Parties, that each Second Priority Secured Party Parties (a) will be deemed to have consented to, to and will raise no objection to, nor support any other Person objecting to, the not object to such use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below5.4, (c) to the extent the Liens securing the Pulitzer First Priority Obligations are subordinated or pari passu with such DIP Financing or any “carve out”, will subordinate (and will be deemed hereunder to have subordinated) the Pulitzer Second Priority Liens on any in the Common Collateral (i) to such DIP Financing (and all obligations related thereto) on the same terms basis as they are subordinated to the Pulitzer First Priority Liens are subordinated thereto Obligations and (d) will raise no objection to, and such subordination will not alter otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in any manner respect of the terms of this Agreement), (ii) to any adequate protection provided to the Pulitzer First Priority Secured Parties and (iii) to any “carve-out” agreed to Obligations made by the Pulitzer First Priority Representative or any Pulitzer First Priority Secured Party; provided that (A) such DIP Financing shall not, together with the other Pulitzer First Priority Outstanding Amount, exceed the sum of the Pulitzer Maximum First Priority Amount, plus $40,000,000, (B) the Pulitzer Second Priority Secured Parties shall retain the right to object to any ancillary agreements or arrangement regarding the use of cash collateral or the DIP Financing that are materially adverse to the Pulitzer Second Priority Secured Parties, (C) if obtained by the Pulitzer First Priority Secured Parties, the Pulitzer Second Priority Secured Parties shall have the right to seek adequate protection in the form of cash payments for fees and expenses only, (D) the Pulitzer Second Priority Secured Parties shall have the right to object to any DIP Financing that compels the Borrower or any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing agreement and (dE) agrees that notice received two calendar days prior to the entry of an order approving such usage of proposed cash collateral order or approving such financing shall be adequate notice so long as (A) DIP Financing agreement does not expressly require the Second Priority Representative retains its Lien on sale of all or substantially all of the Common Collateral prior to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case a default under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such cash collateral order or such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsagreement.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code (including, without limitation, financing including a priming Lien under Section 364(d) of 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (bii) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (ix) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection provided to the First Priority Secured Parties and (iiiz) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (div) agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) notice; provided, however that the Second Priority Representative retains its Second Parties may object to a DIP Financing (i) on the basis that they are not receiving adequate protection permitted under paragraph 5.4 below, (ii) to the extent the outstanding principal amount of the DIP Financing and the principal amount of the other First Priority Obligations exceed the Maximum First Priority Obligations Amount or (iii) if they do not retain a Lien on the Common Collateral to secure or the Second Priority Obligations (in each case, including proceeds thereof arising after at the same priority as existed prior to the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing such Insolvency Proceeding subject to any priming Lien in such DIP Financing shall be senior to or on a parity with and the Liens priority of the First Priority Representative and Liens provided hereunder. No Second Priority Secured Party shall propose or support any third party who proposes any DIP Financing without the express written consent of the First Priority Creditors on Common Collateral securing Representative, which consent may be withheld in the sole discretion of the First Priority ObligationsRepresentative.

Financing Matters. (1) If any Loan Party becomes subject to in any Insolvency or Liquidation Proceeding at any time and prior to the Discharge of First Priority Obligations Payment DateLien Obligations, and if the First Priority Representative or the other First Priority Lien Secured Parties shall desire to consent permit the sale, use or lease of “Cash Collateral” (or not objectas such term is defined in Section 363(a) to the use of cash collateral under the Bankruptcy Code or any other similar Bankruptcy Law), or to provide permit the Borrower or any other Grantor to obtain financing to any Loan Party under Section 364 of the Bankruptcy Code or to consent any similar Bankruptcy Law (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), whether from the First Lien Secured Parties or any other Person (subject to this Section 2.11(a)), then each of the Second Priority Representative agrees, Collateral Agent (on behalf of the Second Lien Secured Parties and the Third Lien Secured Parties), the Second Lien Administrative Agent for itself and on behalf of the other Second Priority Lien Secured Parties, and the Trustee for itself and on behalf of the other Third Lien Secured Parties, agrees that each Second Priority Secured Party (a) will be deemed to have consented to, it will raise no objection toto (or otherwise contest, nor interfere with, or support any other Person objecting objection to, the ) such Cash Collateral use of such cash collateral or to such DIP Financing, including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the First Lien Secured Parties and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing and any “carve-out” for professional and United States Trustee fees (bthe “Carve-Out”) agreed to by the First Lien Secured Parties, the Collateral Agent will, on its own behalf and on behalf of the Second Lien Secured Parties and the Third Lien Secured Parties, subordinate its Second Liens and Third Liens in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any replacement Liens granted to the First Lien Secured Parties, and (z) the Carve-Out agreed to by the First Lien Secured Parties, and will not request or accept adequate protection or any other relief in connection with therewith (except, as expressly agreed by the First Lien Secured Parties or to the extent permitted by Section 2.11(e)(1)); provided that, solely to the extent permitted by Section 2.11(e)(1), the Second Lien Secured Parties may object to such use of such cash collateral Cash Collateral or such DIP Financing; provided, further, that the Second Lien Secured Parties and the Third Lien Secured Parties retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing except as that are materially prejudicial to their interests; provided, further, that the aggregate principal amount of the DIP Financing is subject to the limitation set forth in the definition of “First Lien Cap”, taking into account the maximum facility limit under such DIP Financing and, without limiting anything else in this Section 5.4 below2.11(a), (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on Lien Secured Parties and the Third Lien Secured Parties retain the right to object to any Common Collateral (i) to such DIP Financing on the basis that the aggregate principal amount of such DIP Financing exceeds the limitation set forth in the definition of “First Lien Cap.” No Second Lien Secured Party or Third Lien Secured Party may, directly or indirectly, seek to provide DIP Financing to the Borrower or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, provided, however, that if no First Lien Secured Party offers to provide DIP Financing consistent with this Section 2.11(a)(1) on or before the date of any hearing to approve Cash Collateral use or DIP Financing, then a Second Lien Secured Party may seek to provide such DIP Financing (provided that the aggregate principal amount of such DIP Financing is subject to the limitation set forth in the definition of “Second Lien Cap”, taking into account the maximum facility limit under such DIP Financing and, without limiting anything else in this Section 2.11(a), the First Lien Secured Parties and the Third Lien Secured Parties retain the right to object to any DIP Financing on the basis that the aggregate principal amount of such DIP Financing exceeds the limitation set forth in the definition of “Second Lien Cap”) secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations so long as such DIP Financing does not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations (unless the Liens securing such “roll-up” or refinancing are subordinated to the Liens securing the First Lien Obligations on the same terms basis as the First Priority Liens are securing the Second Lien Obligations were so subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Lien Obligations under this Agreement immediately prior to such “roll-up” or refinancing), and the First Lien Secured Parties may object thereto on any grounds; provided, further, that if no First Lien Secured Party or Second Lien Secured Party offers to provide DIP Financing to the extent permitted under this Section 2.11(a)(1) on or before the date of any hearing to approve Cash Collateral use or DIP Financing, then a Third Lien Secured Party may seek to provide such DIP Financing (provided that the aggregate principal amount of such DIP Financing is subject to the limitation set forth in the definition of “Third Lien Cap”, taking into account the maximum facility limit under such DIP Financing and, without limiting anything else in this Section 2.11(a), the First Lien Secured Parties and (iii) the Second Lien Secured Parties retain the right to object to any DIP Financing on the basis that the aggregate principal amount of such DIP Financing exceeds the limitation set forth in the definition of “carve-out” agreed to Third Lien Cap”) secured by the First Priority Representative Liens equal or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior senior in priority to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice Liens securing any First Lien Obligations so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to does not “roll-up” or on a parity with otherwise include or refinance any pre-petition Third Lien Obligations (unless the Liens of securing such “roll-up” or refinancing are subordinated to the Liens securing the First Priority Representative Lien Obligations and the Second Lien Obligations on the same basis as the Liens securing the Third Lien Obligations were so subordinated to the First Lien Obligations and the Second Lien Obligations under this Agreement immediately prior to such “roll-up” or refinancing), and the First Priority Creditors Lien Secured Parties and the Second Lien Secured Parties may object thereto on Common Collateral securing the First Priority Obligationsany grounds.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority Revolving Credit Obligations Payment Date, and if the First Priority Representative Revolving Lender or the other First Priority Revolving Credit Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “Revolving Credit DIP Financing”), then the Second Priority Representative Term Loan Administrative Agent agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, that each Second Priority Term Loan Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such Revolving Credit DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Lien or on any other grounds (b) and will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such Revolving Credit DIP Financing except as set forth in Section 5.4 below, Financing) and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens on any Common Revolving Credit Priority Collateral (iA) to such Revolving Credit DIP Financing on the same terms as the First Priority Term Loan Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority Revolving Credit Secured Parties and (iiiC) to any “carve-out” agreed to by the First Priority Representative Revolving Lender or the other First Priority Revolving Credit Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Av) the Second Priority Representative proposed Revolving Credit DIP Financing does not compel any Loan Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in such financing documentation, (w) the maximum principal amount of the Revolving Credit DIP Financing (together with any Revolving Credit Obligations that will not be repaid or fully cash collateralized with the proceeds of the initial advance under the Revolving Credit DIP Financing) will not exceed the Revolving Principal Debt Cap, (x) the Term Loan Administrative Agent retains its Term Loan Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such Revolving Credit DIP Financing is junior and subordinate to the Term Loan Lien on the Term Loan Priority Collateral, (By) all Liens on Common Revolving Credit Priority Collateral securing any such Revolving Credit DIP Financing shall be senior to or on a parity with the Liens Revolving Credit Lien on the Revolving Credit Priority Collateral and (z) if the Revolving Lender receives a replacement or adequate protection Lien on post-petition assets of the First debtor to secure the Revolving Credit Obligations, and such replacement or adequate protection Lien is on any of the Term Loan Priority Representative Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Loan Post-Petition Assets”) is junior and subordinate to the First Term Loan Lien on the Term Loan Priority Creditors Collateral and (2) the Term Loan Administrative Agent also receives a replacement or adequate protection Lien on Common such Term Loan Post-Petition Assets of the debtor to secure the Term Loan Obligations. In no event will any of the Revolving Credit Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority Collateral securing the First and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate protection payments using Term Loan Priority ObligationsCollateral.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code Code, the BIA or the CCAA secured by ABL Priority Collateral or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such use of cash collateral or financing, an “ABL DIP Financing”), then the Second Priority Term Loan Representative agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, that each Second Priority Term Loan Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, such ABL DIP Financing on the use grounds of such cash collateral or a failure to such DIP Financing, provide “adequate protection” for the Term Loan Representative’s Lien on the ABL Priority Collateral to secure the Term Loan Obligations and (by) will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens on any Common ABL Priority Collateral (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (At) the Second Priority Term Loan Representative retains its their Lien on the Common Collateral to secure the Second Priority Term Loan Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code, the BIA or the CCAA) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code, the BIA or the CCAA, and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (Bu) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral ABL Lenders securing the First ABL Obligations on ABL Priority Collateral, (v) the sum of (1) the aggregate principal amount of any ABL DIP Financing plus (2) the aggregate outstanding principal amount of the pre-petition ABL Obligations that is not “rolled up” or repaid with the initial proceeds of the ABL DIP Financing does not exceed the sum of (I) the aggregate amount of all commitments to extent credit under the ABL Documents immediately prior to the commencement of such Insolvency Proceeding plus (II) $150,000,000, (w) the proposed ABL DIP Financing (including any ABL cash collateral usage) does not compel any Loan Party to seek confirmation of a specific plan of reorganization or arrangement for which all or substantially all of the material terms are set forth in the ABL cash collateral order or ABL DIP Financing documentation, as applicable, and the proposed ABL cash collateral order or ABL DIP Financing documentation does not expressly require the sale of all or substantially all of the Collateral prior to a default under the ABL cash collateral order or ABL DIP Financing documentation, (x) any of the Term Loan Secured Parties may seek adequate protection as permitted hereunder, (y) the ABL DIP Financing is otherwise subject to the terms of this Agreement, and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Term Loan Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Loan Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Loan Post-Petition Assets of the debtor to secure the Term Loan Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate protection payments using Term Loan Priority Collateral. The foregoing terms shall not prevent the Term Loan Representative or the Term Loan Secured Parties from objecting to any plan of reorganization or other plan of similar effect under the Bankruptcy Code, the BIA or the CCA, as applicable.

Financing Matters. If Until the Discharge of Revolving Credit Obligations, if any of the Loan Party Parties becomes subject to any an Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties Revolving Agent shall desire to consent permit (or not objectobject to) to the use of cash collateral or to permit (or not object to) any of the Loan Parties to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the similar provision of such financing to any Loan Party by any third party Bankruptcy Law (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and Other Pari Passu Secured Parties (other than the other Second Priority Revolving Secured Parties, that each Second Priority Secured Party ) (a) will be deemed to have consented to, to and will raise no objection to, nor support any other Person objecting to, the not object to such use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing (except to the extent permitted by Section 5.03), and, to the extent the Liens securing the Revolving Credit Obligations are subordinated or pari passu with such DIP Financing, or any “carve out”, the Other Pari Passu Secured Parties (other than the Revolving Secured Parties) will subordinate or make pari passu its Liens in the Shared Collateral to such DIP Financing (and all obligations relating thereto) on the same basis as set forth they are subject to the Liens securing the Revolving Credit Obligations, so long as, in each case (x) the Pari Passu Lien Obligations retain the benefit of the Liens on such Collateral pledged to secure such DIP financing, (y) the Pari Passu Lien Obligations are granted Liens on any additional collateral pledged to any other Pari Passu Lien Obligations as adequate protection or otherwise, and (z) if any amount of such DIP Financing or use of cash collateral is applied to repay Pari Passu Lien Obligations, such application is made in accordance with this Agreement (including Section 5.4 below2.01(b)), and (c) will subordinate (raise no objection to, and will be deemed hereunder to have subordinatednot otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of any Revolving Credit Obligations or Revolving Credit Obligations made by the Revolving Agent; provided that the aggregate principal amount of the DIP Financing does not exceed the sum of (x) the Second Priority Liens on any Common Collateral lesser of (i) to the aggregate outstanding principal amount of Revolving Credit Loans plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement outstanding on the date of the incurrence of such DIP Financing on and (ii) the same Revolving Credit Cap Amount plus (y) $25,000,000, and the Other Pari Passu Secured Parties 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 (after giving effect to the priorities and other terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms provisions of this Agreement), (ii) to any adequate protection provided as compared to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Revolving Credit Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

Financing Matters. (a) If any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent consents (or does not object) to the use of ABL Priority Collateral (for the avoidance of doubt, including but not limited to the use of any ABL Priority Collateral that is cash collateral collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code (“DIP Financing”) secured by ABL Priority Collateral or to provide financing to any Loan Party under the Bankruptcy Code or to consent consents (or does not object) to the provision of such financing DIP Financing to any Loan Party Grantor by any third party (any such financingDIP Financing, whether provided by the First Priority Secured Parties (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then then, so long as any Liens on the ABL Priority Collateral securing the DIP Financing are senior to or pari passu with the Liens securing the ABL Secured Obligations (or such DIP Financing refinances the ABL Secured Obligations), each Second Priority Representative agrees, on behalf of itself and the other applicable Second Priority Secured Parties, that each such Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral ABL Priority Collateral or to such ABL Priority DIP Financing, (b) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral ABL Priority Collateral or such ABL Priority DIP Financing except as set forth in permitted by Section 5.4 5.4(a) below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on and any Common Collateral Adequate Protection Liens provided in respect thereof (i) to the Liens on ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on ABL Priority Collateral are subordinated thereto to such Liens on 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 First Priority Secured Parties, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority 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 First Priority Representative or the other First Priority Secured Parties, Parties and (d) agrees that any notice received two calendar days prior of such events found to be adequate by the entry of an order approving such usage of cash collateral or approving such financing bankruptcy court shall be adequate notice so long as notice; provided that each Second Priority Representative and each Second Priority Secured Party reserves the right to object to any ABL Priority DIP Financing to the extent that such ABL Priority DIP Financing (Ax) seeks a Lien on Term Loan/Notes Exclusive Collateral that is senior to, or pari passu with, any Liens of the Second Priority Representative retains its Lien Secured Parties on such Term Loan/Notes Exclusive Collateral or (y) compels any Grantor to seek confirmation of a specific Reorganization Plan that impairs the Common Collateral to secure the Second Priority Term Loan/Notes Secured Obligations (in each case, including proceeds thereof arising after the commencement under Section 1124 of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured PartiesRepresentative, and (d) agrees that notice received two five calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) as, with respect to any such DIP Financing, the aggregate principal amount of such DIP Financing plus the aggregate principal amount of the First Lien Obligations remaining outstanding after such DIP Financing does not exceed $100,000,000 plus the aggregate princiopal amount of the First Lien Obligations outstanding immediately prior to such DIP Financing; provided, that the foregoing shall not prevent the Second Priority Representative retains its Lien on the Common Collateral Secured Parties from (1) proposing any other DIP Financing to secure any Loan Party or to a court of competent jurisdiction, (2) objecting to any aspect of a DIP Financing relating to any provision or content of a plan of reorganization or any sub xxxx plan or (3) objecting to any denial to the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement Secured Parties of the case under the Bankruptcy Code) and (B) all replacement Liens on Common Collateral securing post-petition assets of any such DIP Financing shall be senior to or on a parity with the Liens Loan Parties in which any of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority ObligationsSecured Parties obtained a replacement Lien in connection with such DIP Financing.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself as a Second Priority Secured Party and the other Second Priority Secured Parties, and the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that each Second Priority Secured Party and Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral and the Third Priority Liens (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as notice; provided, however, that (1) the total principal amount available under such DIP Financing, when added to the total amount of outstanding principal under the First Priority Agreement at the time of such DIP Financing shall not exceed 110% of what the total amount of outstanding principal under the First Priority Agreement was on the date of commencement of such Insolvency Proceeding, and (2) the terms of such DIP Financing or cash collateral use order (A) do not compel the Second Priority Representative retains its Lien on the Common Collateral applicable Loan Party to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement seek confirmation of a specific plan of reorganization for which all or substantially all of the case under material terms are set forth in the Bankruptcy Code) DIP Financing documentation or a related document and (B) all Liens on do not expressly require the liquidation of the Common Collateral securing any such prior to a default under the DIP Financing shall be senior to documentation or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationscash collateral use order.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), then the Second Priority Term Debt Representative agrees, on behalf of itself and the other Second Priority Term Debt Secured Parties, that each Second Priority Term Debt Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Debt Representative’s Lien on the Collateral to secure the Term Debt Obligations or on any other grounds and (by) will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Debt Liens on any Common ABL Priority Collateral (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Term Debt Representative retains its their Lien on the Common Collateral to secure the Second Priority Term Debt Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Debt Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Debt Representative on the Term Debt Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral ABL Lenders securing the First ABL Obligations on ABL Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Term Debt Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Debt Priority Collateral (the “Term Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Debt Representative on the Term Debt Priority Collateral and (2) the Term Debt Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the Term Debt Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Debt Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Debt Secured Parties to any adequate protection payments using Term Debt Priority Collateral.

Financing Matters. (a) If any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or with respect to the other First ABL Priority Secured Parties desire to consent Collateral consents (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or to provide financing to any Loan Party under the Bankruptcy Code or to consent consents (or does not object) to the provision of such financing to any Loan Party Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured PartiesParties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral ABL Priority Collateral or to such ABL Priority DIP Financing, (b) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral ABL Priority Collateral or such ABL Priority DIP Financing except as set forth in permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on or the Third Priority Liens, as applicable, and any Common Collateral 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 First Priority Liens on such ABL Priority Collateral are subordinated thereto to such 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 First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties, Parties with respect to the ABL Priority Collateral and (d) agrees that any notice received two calendar days prior of such events found to be adequate by the entry of an order approving such usage of cash collateral or approving such financing bankruptcy court shall be adequate notice so long as notice; provided that, with respect to clauses (Aa) through (d) above, the aggregate principal amount of (x) any ABL Priority DIP Financing plus (y) the Second Priority Representative retains its Lien on aggregate outstanding principal amount of the Common Collateral ABL Secured Obligations outstanding pursuant to secure clause (c)(i) of the Second Priority definition of “Maximum Obligations (in each case, including proceeds thereof arising after Amount” as of the date of the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing Insolvency Proceeding shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnot exceed $300,000,000.

Financing Matters. (a) If any Loan Party Grantor becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party Grantor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party Grantor by any third party (any such financing, “ABL DIP Financing”), then the Second Priority Collateral Trust Representative agrees, on behalf of itself and the other Second Priority Collateral Trust Secured Parties, that each Second Priority Collateral Trust Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Collateral Trust Representative’s Lien on the Collateral Trust Collateral to secure the Collateral Trust Obligations or on any other grounds (b) and will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, Financing) and (cb) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Collateral Trust Liens on any Common ABL Priority Collateral (i) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority ABL Secured Parties and (iii) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Collateral Trust Representative retains its Lien on the Common Collateral Trust Collateral to secure the Second Priority Collateral Trust Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Collateral Trust Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Collateral Trust Representative on the Collateral Trust Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral other ABL Secured Parties securing the First ABL Obligations on ABL Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Collateral Trust Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Collateral Trust Priority Collateral (the “Collateral Trust Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Collateral Trust Representative on the Collateral Trust Priority Collateral and (2) the Collateral Trust Representative also receives a replacement or adequate protection Lien on such Collateral Trust Post-Petition Assets of the debtor to secure the Collateral Trust Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Collateral Trust Priority Collateral and nothing contained herein shall be deemed to be a consent by Collateral Trust Secured Parties to any adequate protection payments using Collateral Trust Priority Collateral.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Dateduring an Exclusive Enforcement Period, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 each of the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, Parties agrees that each Second Priority Secured Party it (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 6.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an interim order approving such usage of cash collateral or approving such financing shall be adequate notice so long as and that notice received 15 calendar days prior to a hearing to approve DIP Financing or use of cash collateral on a final basis shall be adequate; provided that (A) the Second Priority Representative retains its Lien on aggregate principal amount of the Common Collateral to secure DIP Financing plus the Second aggregate outstanding principal amount the pre-petition First Priority Obligations (in each casedoes not exceed the Maximum First Priority Principal Amount, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such the DIP Financing shall be senior does not compel any Loan Party to or on seek confirmation of a parity with specific plan of reorganization, (C) the Liens DIP Financing does not expressly require the liquidation of collateral prior to a default under the DIP Financing, and (D) the interest rate, fees and other terms of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority ObligationsDIP Financing are commercially reasonable.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), then the Second Priority Term Loan Representative agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, that each Second Priority Term Loan Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative's Lien on the Term Loan Collateral to secure the Term Loan Obligations or on any other grounds and (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens on any Common ABL Priority Collateral (i) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority ABL Secured Parties and (iii) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Term Loan Representative retains its Lien on the Common Term Loan Collateral to secure the Second Priority Term Loan Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral ABL Lenders securing the First ABL Obligations on ABL Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Term Loan Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the Term Loan Obligations; provided that the aggregate principal amount of all ABL DIP Financings, together with the then outstanding principal amount of any “Loans” (as defined in the ABL Agreement) and the “LC Exposure” (as defined in the ABL Agreement) at such time, shall not exceed an amount equal to the greater of (A) 120% of the ABL Creditors’ “Commitments” (as defined in the ABL Agreement) as of the date of filing the Insolvency Proceeding or (B) the sum of the outstanding principal amount of all Loans and the LC Exposure outstanding under the ABL Agreement as of such date plus $40,000,000. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority Collateral, and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate protection payments using Term Loan Priority Collateral.

Financing Matters. (a) If any Loan Party Grantor becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority Obligations ABL Debt Payment Date, and if the First Priority Representative Agent or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code constituting ABL Priority Collateral or to provide financing to any Loan Party Grantor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party Grantor by one or more of the ABL Lenders or by any third party provided the provisions of the financing provided by such third party qualifies as a Permitted Refinancing (any such financing, “ABL DIP Financing”), then the Second Priority Representative Term Note Purchaser agrees, on behalf of itself and the other Second Priority Term Debt Secured Parties, that each Second Priority Term Debt Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral constituting ABL Priority Collateral or to such ABL DIP Financing on the grounds of a failure to provide “adequate protection” for the Term Debt Secured Parties’ Lien on the Term Debt Collateral to secure the Term Debt (except as provided in clause (z) below) or on any other grounds (and will not request any adequate protection solely as a result of such ABL DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth provided in Section 5.4 clause (z) below, ) and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Note Liens on any Common ABL Priority Collateral (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out” in respect of fees and expenses of professionals retained by any debtor or committee and administrative expenses as agreed to by the First Priority Representative Agent or the other First Priority ABL Secured Parties, in each case, under the immediately preceding clauses (i) and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice ii), so long as (Ax) the Second following conditions are met: (1) the financing is not made in conjunction with the use of cash collateral consisting of Term Debt Priority Representative retains its Collateral and the Term Debt Secured Parties retain their Lien on the Common Term Debt Collateral to secure the Second Priority Obligations Term Debt (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B2) as to the Term Debt Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing, together with any adequate protection Liens granted to any ABL Secured Parties (or any third party under a Permitted Refinancing of ABL Debt) on any Term Debt Priority Collateral (and all obligations relating to such ABL DIP Financing, including any “carve-out”), shall be junior and subordinate to the Lien of the Term Debt Secured Parties on the Term Debt Priority Collateral, (y) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative Agent and the First Priority Creditors on Common Collateral other ABL Secured Parties securing the First ABL Debt on ABL Priority ObligationsCollateral and (z) if the Agent or any other ABL Secured Party (or any third party under a Permitted Refinancing of ABL Debt) receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Debt, and such replacement or adequate protection Lien is on any of the Term Debt Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Debt Priority Collateral (the “Term Note Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Debt Secured Parties on the Term Debt Priority Collateral and (2) the Term Debt Secured Parties also receive a replacement or adequate protection Lien on such Term Note Post-Petition Assets of the debtor to secure the Term Debt senior in priority to any adequate protection or replacement Lien granted to Agent or any other ABL Secured Party (or any third party under a Permitted Refinancing of ABL Debt), and the Agent and ABL Secured Parties (or any third party under a Permitted Refinancing of ABL Debt) shall not oppose any motion by any of the Term Debt Secured Parties with respect to the granting of any such adequate or replacement Lien on such Term Note Post-Petition Assets. In no event will (i) the terms of such DIP Financing or use of cash collateral order either require any of the Term Debt Secured Parties to extend additional credit pursuant to such DIP Financing or authorize the use of cash collateral consisting of Term Debt Priority Collateral, (ii) any of the ABL Secured Parties (or any third party under a Permitted Refinancing of ABL Debt) seek to obtain a priming Lien on any of the Term Debt Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Debt Secured Parties to any adequate protection payments using Term Debt Priority Collateral. If the ABL Secured Parties (or any third party under a Permitted Refinancing of ABL Debt) offer to provide DIP Financing that meets the requirements set forth above in this Section 5.2(a) and, to the extent of any modifications to the ABL Debt Documents meet the requirements for a Permitted Refinancing, then, for so long as such offer by such ABL Secured Parties remains in effect and has not terminated or been withdrawn, the Term Debt Secured Parties will not provide, participate in, or join in or support any other Person in any manner in providing or supporting the use of cash collateral constituting ABL Priority Collateral under the Bankruptcy Code or financing to any Grantor under the Bankruptcy Code. The foregoing provisions of this Section 5.2(a) shall not prevent the Term Debt Secured Parties from objecting to any provision in any cash collateral order or DIP Financing documentation relating to any provision or content of a plan of reorganization or similar dispositive re-structuring plan that is inconsistent with the terms of this Agreement, including, without limitation, the lien priorities in respect of the Collateral and Proceeds thereof as set forth in this Agreement.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority Representative ABL Agent or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral that constitutes ABL Priority Collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), which ABL DIP Financing shall be secured by the ABL Priority Collateral, then the Second Priority Representative Term Loan Agent agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, Parties that each Second Priority Term Loan Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, (bii) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, and (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens on any Common the ABL Priority Collateral (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out,” including for debtor’s professionals, agreed to by the First Priority Representative ABL Agent or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A1) the Second Priority Representative Term Loan Agent retains its Lien the Term Loan Liens on the Common Collateral to secure the Second Priority Term Loan Obligations (in each case, including proceeds thereof arising after the commencement of any such Insolvency Proceeding), and, as to the case under Term Loan Priority Collateral only, such Lien has the Bankruptcy Code) same priority as existed prior to the commencement of such Insolvency Proceeding and any Lien securing such ABL DIP Financing is junior and subordinate to the Term Loan Lien on the Term Loan Priority Collateral, (B2) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the ABL Liens on such ABL Priority Collateral and (3) if the ABL Agent receives a replacement or adequate protection Lien on post-petition assets of any Loan Party that constitute Term Loan Priority Collateral (the First Priority Representative “Term Loan Post-Petition Assets”) to secure the ABL Obligations, (x) such replacement or adequate protection Lien on such Term Loan Post-Petition Assets is junior and subordinate to the First Priority Creditors Term Loan Lien on Common Collateral securing such Term Loan Post-Petition Assets and (y) the First Priority Term Loan Agent also receives a replacement or adequate protection Lien on such Term Loan Post-Petition Assets to secure the Term Loan Obligations.

Financing Matters. (a) If any Loan Party the Vendor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Senior Debt Obligations Payment Date, and if the First Priority Senior Debt Representative or the other First Priority Senior Debt Secured Parties desire to consent (or not object) to the use of cash collateral under any Insolvency Law, to the Bankruptcy Code extent applicable or to provide financing to any Loan Party the Vendor under the Bankruptcy Code applicable Insolvency Laws or to consent (or not object) to the provision of such financing to any Loan Note Party by any third party (any such financing, “Senior Debt DIP Financing”), then the Second Priority Representative agrees, on behalf of itself Purchaser agrees that the Purchaser (i) (x) will consent and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) and will be deemed hereunder to have consented consented) to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such Senior Debt DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Royal Gold Lien on the Collateral to secure the Royal Gold Obligations or on any other grounds and (by) will not request or accept any adequate protection or any other relief protection, to the extent applicable in connection with the use subject Insolvency Proceeding, solely as a result of such cash collateral or such Senior Debt DIP Financing except except, to the extent applicable, as set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Royal Gold Liens on any Common Senior Debt Priority Collateral (iA) to such Senior Debt DIP Financing on the same terms as the First Priority Senior Debt Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority Senior Debt Secured Parties and Parties, (iiiC) to any “carve-out” agreed to by the First Priority Senior Debt Representative or the other First Priority Senior Debt Secured Parties and (D) to any court-ordered charge ranking senior to the Senior Debt Liens agreed to by the Senior Debt Representative or other Senior Debt Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Representative Purchaser retains its Lien on the Common Collateral to secure the Second Priority Royal Gold Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the Insolvency Proceeding) and, as to the Royal Gold Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under applicable Insolvency Law and any Lien securing such Senior Debt DIP Financing is junior and subordinate to the Bankruptcy Code) and Lien of the Purchaser on the Royal Gold Priority Collateral, (By) all Liens on Common Senior Debt Priority Collateral securing any such Senior Debt DIP Financing shall be senior to or on a parity with the Liens of the First Priority Senior Debt Representative and the First Priority Creditors on Common Collateral Senior Debt Lenders securing the First Senior Debt Obligations on Senior Debt Priority Collateral and (z) if the Senior Debt Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the Senior Debt Obligations., and such replacement or adequate protection Lien is on any of the Royal Gold Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Royal Gold Priority Collateral (the “Royal Gold Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Purchaser on the Royal Gold Priority Collateral and (2) the Purchaser also receives a replacement or adequate protection Lien on such Royal Gold Post-Petition Assets of the debtor to secure the Royal Gold Obligations. In no event will any of the Senior Debt Secured Parties seek to obtain a priming Lien to secure any Senior Debt DIP Financing on any of the Royal Gold Priority Collateral and nothing contained herein shall be deemed to be a consent by the Purchaser to any adequate protection payments using Royal Gold Priority Collateral. Without prejudice to the rights of the Purchaser under this Agreement, the Senior Debt Representative may seek the appointment of a Receiver by the court over all of the Collateral (including all or any part of the Royal Gold Priority Collateral) and propose to the court that it grant the Receiver priming liens over all such Collateral for funding the costs of the receivership as is customary in Canadian receivership proceedings; provided, however, the Senior Debt Representative will not commence any Insolvency Proceeding for the appointment of a Receiver by a court with less notice to the Purchaser than is required by the applicable rules of court procedure, unless (i) the Senior Debt Representative reasonably determines that such an action is necessary to preserve and/or protect such Collateral from immediate damage or significant diminution in value and (ii) the Senior Debt Representative provides the Purchaser with no less than three (3) business day’s prior written notice of the hearing of the application to the court, to the extent possible; provided, however, that the Senior Debt Representative will not have any personal liability to the Purchaser for failure to provide the Purchaser with such prior written notice. The immediately forgoing sentence is not intended and shall not be construed as a waiver by the Purchaser of any statutory right to receive earlier notice from the Senior Debt Representative or other Person in connection with the appointment of a Receiver or an application to the court for the appointment of a Receiver. In no event shall the Purchaser sell or obtain a priming lien on any Senior Debt Priority Collateral in any Insolvency Proceedings or otherwise. Notwithstanding the granting of any priming liens by a court in favor of a Receiver over such Collateral, all rights and obligations of the Purchaser and the Senior Debt Representative are intended to be and shall be deemed to be subject to the Lien Priority and other terms and conditions of this Agreement. (b) All Liens granted to the Purchaser or the Senior Debt Representative in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement. 5.3

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Date, and if the any First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 each Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as and that notice received ten (A10) calendar days prior to a hearing to approve DIP Financing or use of cash collateral on a final basis shall be adequate; provided that (i) the Second Priority Representative retains its Lien on the right to object to any ancillary agreements or arrangements regarding the cash collateral use or the DIP Financing that are materially prejudicial to their interests and (ii) (A) the DIP Financing does not compel the Borrowers to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (B) the DIP Financing documentation or cash collateral order does not expressly require the sale or other liquidation of the Common Collateral prior to secure a default under the DIP Financing documentation or cash collateral order. No Second Priority Obligations Creditor may propose or provide any DIP Financing which (in each casei) rolls-up or otherwise includes or refinances all or any portion of any pre-petition Second Priority Obligations, including proceeds thereof arising after (ii) compels the commencement Borrowers to seek confirmation of a specific plan of reorganization for which all or substantially all of the case under material terms are set forth in the Bankruptcy CodeDIP Financing documentation or a related document, (iii) and (B) all Liens on expressly requires the sale or other liquidation of the Common Collateral securing any prior to a default under such DIP Financing shall be senior to documentation or on a parity (iv) is otherwise inconsistent with the Liens any provision of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsthis Agreement.

Financing Matters. If any Loan Party becomes subject (a) With respect to any Insolvency Proceeding at any time each Type of Collateral, prior to the First Priority Obligations Payment Date, if any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative or (acting at the other direction of the requisite First Priority Secured Parties desire Parties) consents to consent the use of such Type of Collateral (or not object) for the avoidance of doubt, including to the use of cash collateral collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) consents to the provision of such financing to any Loan Party Grantor by any third party to be secured (pari or senior to the First Priority Obligations on such Type of Collateral at the option of such First Priority Secured Parties) at least in part by such Type of Collateral (and, if also secured by the other Type of Collateral, secured only by Liens on such other Collateral that are junior to the Liens on such Collateral securing the First Priority Obligations on such other Type of Collateral) (any such financing, whether provided by the First Priority Secured Parties or any third party, being referred therein as a “DIP Financing”), then the Second Priority Representative other Representatives agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority such Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral Collateral or to such DIP Financing, (bii) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral Collateral or such DIP Financing except as set forth in permitted by Section 5.4 below5.04, (ciii) to the extent the Liens on the Collateral securing any First Priority Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) the Second Priority other Liens and any Adequate Protection Liens provided in respect thereof, (A) to the Liens on any Common such Collateral (i) to such securing the DIP Financing (and all obligations relating thereto) on the same terms and conditions as the First Priority Liens on such Collateral are subordinated subordinated, if applicable, thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection protection, including Adequate Protection Liens, provided to the First Priority Secured Parties with respect to such Collateral and (iiiC) to any customary “carve-out” from such Collateral for professional and United States Trustee fees agreed to by the First Priority Representative (or the other First Priority Secured Parties) and, and if not the First Priority Secured Parties, the Person providing such DIP Financing, as applicable, (div) agrees that any notice received two calendar days prior of such events found to be adequate by the entry of an order approving such usage of cash collateral or approving such financing court presiding over the Insolvency Proceeding shall be adequate notice so long as notice, (Av) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any that such DIP Financing shall does not compel any Grantor to seek confirmation of any specific plan of reorganization for which all or substantially all of the materials terms are set forth in the court order authorizing such DIP Financing or the accompanying financing documentation, or as may be senior acceptable to the First Priority Representative (each, acting at the direction of the respective requisite Secured Parties), (vi) will not oppose or on a parity with object to the Liens of exercise by the First Priority Representative and the First Priority Creditors on Common Collateral securing Secured Parties of the right to “credit bid” any of the First Priority Obligations pursuant to Section 363(k) of the Bankruptcy Code or other applicable law (or the amount of such credit bid), (vii) will not seek to “credit bid” any of its Secured Obligations other than its First Priority Obligations pursuant to Section 363(k) of the Bankruptcy Code or other applicable law, without providing for payment in full in cash of the First Priority Obligations upon the closing of such credit bid, and (viii) and will not propose, seek and/or support confirmation of any plan of reorganization to which the First Priority Representative and the First Priority Secured Parties have not consented in writing unless such plan provides for payment in full in cash of the First Priority Obligations. All Liens granted to the Intermediation Facility Secured Party or Term Loan Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the parties to be and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement. For clarity, (i) none of the Term Loan Agent nor the Term Loan Secured Parties shall seek to “prime” the Lien of the Intermediation Facility Secured Party on the Intermediation Facility Priority Collateral or request, seek or receive a Lien on the Intermediation Facility Priority Collateral pursuant to Section 364(d) of the Bankruptcy Code, and (ii) the Intermediation Facility Secured Party shall not seek to “prime” the Liens of the Term Loan Agent and the Term Loan Secured Parties on the Term Loan Priority Collateral or request, seek or receive a Lien on the Term Loan Priority Collateral pursuant to Section 364(d) of the Bankruptcy Code.

Financing Matters. If Until the First Priority Obligations Payment Date has occurred, if any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party that (w) is in an aggregate principal amount (including any undrawn portion of the revolving commitments thereunder and the face amount of any letters of credit issued and not reimbursed thereunder) of no more than the sum of (i) the amount by which the Maximum First Priority Amount then exceeds the First Priority Outstanding Amount plus (ii) $35,000,000, the proceeds of which are used solely by, and for the benefit of, the Loan Parties (and not, for the avoidance of doubt, any Pulitzer Entity) (x) provides that the Second Priority Secured Parties retain the right to object to any ancillary agreements or arrangements regarding the cash collateral use or the financing that are materially adverse to the Second Priority Secured Parties, (y) provides the Second Priority Secured Parties with the Second Priority Required Adequate Protection, and (z) does not compel the Loan Parties to pursue any specific plan or to conduct a sale or other liquidation of the Common Collateral (any such financing, financing that complies with such clauses (w)-(z) (a “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, below and (c) to the extent the Liens securing the First Priority Obligations are subordinated to or pari passu with such DIP Financing will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured PartiesParties in an amount not to exceed $5,000,000, and (d) agrees that notice received two calendar days prior to the entry of an interim order approving such usage of cash collateral or approving such financing and fifteen days prior to the entry of a final order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral constituting ABL Priority Collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “"ABL DIP Financing”"), then the Second Priority Notes Representative agrees, on behalf of itself and the other Second Priority Notes Secured Parties, that each Second Priority Notes Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide "adequate protection" for the Notes Representative's Lien on the Notes Collateral to secure the Notes Obligations or on any other grounds (b) and will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, Financing) and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Notes Liens on any Common ABL Priority Collateral to (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “commercially reasonable "carve-out” " agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Notes Representative retains its Lien on the Common Notes Collateral to secure the Second Priority Notes Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Notes Representative on the Notes Priority Collateral, (y) in the case of ABL DIP Financing, the sum of the outstanding ABL Obligations and such ABL DIP Financing shall not exceed the ABL Cap, and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Notes Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Notes Priority Collateral (the "Term Post-Petition Assets") is junior and subordinate to the Lien in favor of the Notes Representative on the Notes Priority Collateral and (2) the Notes Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the Notes Priority Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming or pari passu Lien on any of the Notes Priority Collateral and nothing contained herein shall be deemed to be a consent by Notes Secured Parties to any adequate protection payments using Notes Priority Collateral or the proceeds of any Notes DIP Financing. Notwithstanding anything else in this Section 5.2(a), the Term Representative and Term Secured Parties shall have the right to seek "adequate protection” to the extent expressly permitted in Section 5.4 of this Agreement. (b) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the Notes Obligations Payment Date, and if the Notes Representative or the other Notes Secured Parties desire to consent (or not object) to the use of cash collateral constituting Notes Priority Collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, "Notes DIP Financing"), then the ABL Representative agrees, on behalf of itself and the other ABL Secured Parties, that each ABL Secured Party (i) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to the use of such cash collateral or such Notes DIP Financing on the grounds of a failure to provide "adequate protection" for the ABL Representative's Lien on the ABL Collateral to secure the ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such Notes DIP Financing) and (ii) will subordinate (and will be deemed hereunder to have subordinated) the ABL Liens on any Notes Priority Collateral to (A) such Notes DIP Financing on the same terms as the Notes Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (B) all Liens on Common Collateral securing any such DIP Financing shall be senior adequate protection provided to or on a parity with the Liens of the First Priority Representative Notes Secured Parties and the First Priority Creditors on Common Collateral securing the First Priority Obligations.(C) any commercially reasonable "carve-out" agreed

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority Senior Obligations Payment Date, and if the First Priority Controlling Senior Representative or the other First Priority Secured Parties desire desires to consent (or not object) to the use of cash collateral under the Bankruptcy Code (or similar bankruptcy law) that represents proceeds of Collateral or to provide financing to any Loan Party under the Bankruptcy Code (or similar bankruptcy law) or to consent (or not object) to the provision of such financing to any Loan Party secured by a Lien on any third party Collateral (any such financing, “DIP Financing”), then then, so long as (1) the Second Priority maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing, together with the principal amount of Senior Obligations outstanding at such time (owed to the Senior Secured Parties providing the DIP Financing) (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of such Senior Obligations) does not exceed the principal amount of $35,000,000, (2) subject to clause (B) of this subparagraph (a), each Junior Representative retains a Lien on all Collateral with the same priority as existed prior to the commencement of the Insolvency Proceeding, (3) to the extent that the Senior Representative(s) is granted adequate protection in the form of a Lien on Collateral, each Junior Representative is permitted to seek a Lien on such additional Collateral as existed prior to the commencement of the Insolvency Proceeding and the Senior Representative(s) agrees not to object to such action by the applicable Junior Representative, (4) the terms of such DIP Financing do not require Holdings or any other Loan Party to seek approval for any plan of reorganization that is inconsistent with this Agreement, and (5) the terms of such DIP Financing do not require any Junior Secured Parties to advance additional funds pursuant to such DIP Financing, each Junior Representative agrees, on behalf of itself and the other Second Priority respective Junior Secured Parties, that each Second Priority such Junior Secured Party Parties (aA) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request Financing on the grounds of a failure to provide “adequate protection” for such Junior Representative’s Lien on the Collateral to secure the applicable Junior Obligations or accept adequate protection or on any other relief in connection with grounds and (B) if requested by the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 belowSenior Representative(s), (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority applicable Junior Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Senior Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties Senior Representative(s) and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured PartiesSenior Representative(s), and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority such Junior Representative retains its Lien on the Common Collateral to secure the Second Priority its Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations).

Financing Matters. If any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Dateor Liquidation Proceeding, and if the First Priority Representative or (acting at the other direction of the requisite First Priority Secured Parties desire Parties) desires to consent (or not object) to the use of cash collateral under the Bankruptcy Code or any other Bankruptcy Law or to provide financing to any Loan Party Grantor under Section 363 or Section 364 of the Bankruptcy Code or any other similar provision in any Bankruptcy Law or to consent (or not object) to the provision of such financing (including financing that primes or takes priority over existing Liens) to any Loan Party Grantor by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral or to such DIP Financing, provided that such parties receive adequate protection in a manner otherwise consistent with this Agreement, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral or claims (i) to any additional or replacement Liens, cash payments, or claims provided as adequate protection to the First Priority Secured Parties on the same terms as the Second Priority Liens, right to cash payments, or claims are subordinated to the First Priority Liens, right to cash payments, or claims under this Agreement and (ii)(x) to the Liens, right to cash payments, or claims securing such DIP Financing (and the Liens securing such Second Priority Obligations shall have the same priority with respect to Common Collateral relative to the Liens securing the First Lien Obligations as if such DIP Financing had not occurred), (y) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties and (z) in the case of any Insolvency or Liquidation Proceeding outside the United States, to any administrative or other charges granted in such Insolvency or Liquidation Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the other First Priority Secured Parties, in the case of each of clauses (ii) (x), (y) and (z), with such subordination to be on the same terms as the First Priority Liens or claims are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iid) will be deemed to have consented to, and will raise no objection to, and will not support any adequate protection provided other Person objecting to (i) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of the First Priority Secured Parties and (iii) to any “carve-out” agreed to Lien Obligations made by the First Priority Representative or any First Priority Secured Party, (ii) any lawful exercise by the First Priority Representative or any other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement Party of the case under the Bankruptcy Coderight to credit bid any First Lien Obligations at any sale in foreclosure of First Priority Collateral or (iii) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of other request for judicial relief made in any court by the First Priority Representative and the or any other First Priority Creditors on Common Collateral securing Secured Party relating to the lawful enforcement of any First Priority ObligationsLien.

Financing Matters. If any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Dateor Liquidation Proceeding, and if the First Priority Representative or (acting at the other direction of the applicable requisite First Priority Secured Parties desire Parties) desires to consent (or not object) to the use of cash collateral under the Bankruptcy Code or any other Bankruptcy Law or to provide financing to any Loan Party Grantor under Section 363 or Section 364 of the Bankruptcy Code or any other similar provision in any Bankruptcy Law or to consent (or not object) to the provision of such financing (including financing that primes or takes priority over existing Liens) to any Loan Party Grantor by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral or to such DIP Financing, provided that such parties receive adequate protection in a manner otherwise consistent with this Agreement, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral or claims (i) to such DIP Financing any additional or replacement Liens, cash payments, or claims provided as adequate protection to the First Priority Secured Parties on the same terms as the First Second Priority Liens Liens, right to cash payments, or claims are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties Liens, right to cash payments, or claims under this Agreement and (iiiii)(x) to the Liens, right to cash payments, or claims securing such DIP Financing (and the Liens securing such Second Priority Obligations shall have the same priority with respect to Common Collateral relative to the Liens securing the First Priority Obligations as if such DIP Financing had not occurred) , (y) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties and (z) in the case of any Insolvency or Liquidation Proceeding outside the United States, to any administrative or other charges granted in such Insolvency or Liquidation Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the other First Priority Secured Parties, in the case of each of clauses (ii) (x), (y) and (z), with such subordination to be on the same terms as the First Priority Liens, rights of cash payments, or claims are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), and (d) agrees that notice received two calendar days prior will be deemed to have consented to, and will raise no objection to, and will not support any other Person objecting to (i) any motion for relief from the entry of an order approving such usage of cash collateral automatic stay or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (from any injunction against foreclosure or enforcement in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens respect of the First Priority Representative and Obligations made by the First Priority Creditors on Common Collateral securing Representative or any First Priority Secured Party, (ii) any lawful exercise by the First Priority ObligationsRepresentative or any other First Priority Secured Party of the right to credit bid any First Priority Obligations at any sale in foreclosure of First Priority Collateral or (iii) any other request for judicial relief made in any court by the First Priority Representative or any other First Priority Secured Party relating to the lawful enforcement of any First Priority Lien.

Financing Matters. (a) If any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First ABL Agent with respect to the ABL Priority Representative or Collateral, and the other First LC Agent with respect to the LC Priority Secured Parties desire to consent Collateral consents (or does not object) to the use of ABL Priority Collateral or LC Priority Collateral, as the case may be, constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or to provide financing to any Loan Party under the Bankruptcy Code LC Priority Collateral, or to consent consents (or does not object) to the provision of such financing to any Loan Party Grantor by any third party (any such use of cash collateral or financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral or LC Priority Collateral (or any of them) or any third party approved by ABL Agent with respect to the ABL Priority Collateral and LC Agent with respect to the LC Priority Collateral, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative Term Loan Agent agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, that each Second Priority such Term Loan Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral ABL Priority Collateral, LC Priority Collateral or to such ABL Priority DIP Financing, (b) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral ABL Priority Collateral or LC Priority Collateral, or such ABL Priority DIP Financing except as set forth in permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens, and any Adequate Protection Liens on any Common Collateral provided in respect thereof (i) to the Liens on such ABL/LC Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL/LC Priority Collateral are subordinated thereto to such Liens on such ABL/LC 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/LC Priority Collateral provided to the First ABL Agent or LC Agent, including, without limitation, Adequate Protection Liens on the ABL/LC Priority Collateral provided to the ABL/LC Secured Parties with respect to the ABL/LC Priority Collateral and (iii) to any “carve-out” with respect to the ABL/LC Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative ABL Agent or LC Agent or the other First Priority ABL/LC Secured Parties, Parties and (d) agrees that any notice received two calendar days prior of such events found to be adequate by the entry of an order approving such usage of cash collateral or approving such financing bankruptcy court shall be adequate notice so long as notice; provided that, with respect to clauses (Aa) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations through (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Coded) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.above,

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Date, and if the any First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 each Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as and that notice received fifteen (A15) calendar days prior to a hearing to approve DIP Financing or use of cash collateral on a final basis shall be adequate; provided that (i) the Second Priority Representative retains its Lien on the right to object to any ancillary agreements or arrangements regarding the cash collateral use or the DIP Financing that are materially prejudicial to their interests and (ii) (A) the DIP Financing does not compel the Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (B) the DIP Financing documentation or cash collateral order does not expressly require the sale or other liquidation of the Common Collateral prior to secure a default under the DIP Financing documentation or cash collateral order. No Second Priority Obligations Creditor may propose or provide any DIP Financing which (in each casei) rolls-up or otherwise includes or refinances all or any portion of any pre-petition Second Priority Obligations, including proceeds thereof arising after (ii) compels the commencement Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the case under material terms are set forth in the Bankruptcy CodeDIP Financing documentation or a related document, (iii) and (B) all Liens on expressly requires the sale or other liquidation of the Common Collateral securing any prior to a default under such DIP Financing shall be senior to documentation or on a parity (iv) is otherwise inconsistent with the Liens any provision of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsthis Agreement.

Financing Matters. If any Loan Party becomes subject (a) With respect to any Insolvency Proceeding at any time each Type of Common Collateral, prior to the First Priority Obligations Payment Date, if any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent consents (or does not object) to the use of such Common Collateral (for the avoidance of doubt, including to the use of cash collateral collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent consents (or does not object) to the provision of such financing to any Loan Party Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties or any third party, being referred therein as a “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral Common Collateral or to such DIP Financing, (bii) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral Common Collateral or such DIP Financing except as set forth in permitted by Section 5.4 below5.04, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on and any Common Collateral Adequate Protection Liens provided in respect thereof, (iA) to such DIP Financing on with the same terms and conditions as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection protection, including Adequate Protection Liens, provided to the First Priority Secured Parties and (iiiC) to any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Representative (or the other First Priority Secured Parties) and, if not the First Priority Secured Parties, the Person providing such DIP Financing, as applicable, and (div) agrees that any notice received two calendar days prior of such events found to be adequate by the entry of an order approving such usage of cash collateral or approving such financing bankruptcy court shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority any ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”‘), then the Second Priority Fixed Asset Representative agrees, on behalf of itself and the other Second Priority Fixed Asset Secured PartiesParties that it represents, that each Second Priority Fixed Asset Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Fixed Asset Representative’s Lien on the Collateral to secure the Fixed Asset Obligations or on any other grounds and (by) will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Fixed Asset Liens and any adequate protection liens granted to any Fixed Asset Secured Party related thereto on any Common ABL Priority Collateral (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Fixed Asset Representative retains its Lien on the Common Collateral to secure the Second Priority Fixed Asset Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Fixed Asset Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Fixed Asset Representative on the Fixed Asset Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral ABL Lenders securing the First ABL Obligations on ABL Priority Collateral and (z) if any ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Fixed Asset Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Fixed Asset Priority Collateral (the “Fixed Asset Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Fixed Asset Representative on the Fixed Asset Priority Collateral and (2) the Fixed Asset Representative also receives a replacement or adequate protection Lien on such Fixed Asset Post-Petition Assets of the debtor to secure the Fixed Asset Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Fixed Asset Priority Collateral and nothing contained herein shall be deemed to be a consent by any Fixed Asset Secured Party to any adequate protection payments using Fixed Asset Priority Collateral.

Financing Matters. (a) If any Loan Party Grantor becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of ABL Facility Priority Collateral constituting cash collateral under the Bankruptcy Code or to provide financing to any Loan Party Grantor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party Grantor by any third party secured by all or a portion of the ABL Facility Priority Collateral (any such financing, “ABL DIP Financing”), then the Second Priority Term Loan Representative agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, that each Second Priority Term Loan Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Lien on the Term Loan Collateral to secure the Term Loan Obligations or on any other grounds (b) and will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, Financing) and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens on any Common ABL Facility Priority Collateral (iA) to such ABL DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out” for professional fees and customary fees and expenses agreed to by the First Priority ABL Representative or the other First Priority ABL Secured PartiesParties and approved by the bankruptcy court, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Aw) the Second Priority aggregate principal amount of the ABL DIP Financing plus the principal amount of outstanding loans and face amount of outstanding letters of credit under the ABL Agreement does not exceed the ABL Cap Amount, (x) the Term Loan Representative retains its Lien on the Common Term Loan Collateral to secure the Second Priority Term Loan Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (By) all Liens on Common ABL Facility Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral other ABL Secured Parties securing the First ABL Obligations on ABL Facility Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Term Loan Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Loan Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Loan Post-Petition Assets of the debtor to secure the Term Loan Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority Collateral and nothing contained herein shall be deemed to be a consent by the Term Loan Secured Parties to any adequate protection payments using Term Loan Priority Collateral.

Financing Matters. If (a) Until the ABL Obligations Payment Date has occurred, if any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), then the Second Priority Term Loan Representative agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, that so long as (A) the interest rate, fees, advance rates, lending sublimits and other limits and terms are commercially reasonable under the circumstances, (B) the Term Loan Secured Parties retain a Lien on the Collateral (including on the Proceeds thereof arising after the commencement of such Insolvency Proceeding) with the same priority as existed prior to the commencement of the Insolvency Proceeding, (C) the Term Loan Secured Parties receive a replacement Lien on post-petition assets to the same extent granted to the lenders providing the ABL DIP Financing, with the same priority as existed prior to the commencement of the Insolvency Proceeding, (D) such financing or use of cash collateral is subject to the terms of this Agreement and (E) the sum at any given time of (1) the maximum aggregate amount of indebtedness that may be outstanding under such ABL DIP Financing (including any such portion thereof that constitutes rollover of any ABL Obligations) plus, without duplication, (2) the aggregate amount of ABL Obligations then outstanding (other than ABL Obligations described in clause (e) of the definition thereof), does not exceed $155,000,000, each Second Priority Term Loan Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Lien on the Term Loan Collateral to secure the Term Loan Obligations or on any other grounds (b) and will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, Financing) and (cb) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens on any Common ABL Priority Collateral (i) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority ABL Secured Parties and (iii) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Term Loan Representative retains its Lien on the Common Term Loan Collateral to secure the Second Priority Term Loan Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First ABL Lenders securing the ABL Obligations on ABL Priority Creditors Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Term Loan Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the Term Loan Obligations; provided that, the foregoing shall not prevent the Term Loan Representative or the Term Loan Secured Parties from (A) objecting to (i) any ABL DIP Financing that permits the ABL Secured Parties (or any of them) to be granted adequate protection in the form of additional collateral without the Term Loan Representative, on behalf of itself or any of the Term Loan Secured Parties, being granted adequate protection in the form of a Lien on such additional collateral that is senior (in the case of Term Loan Priority Collateral) or subordinate (in the case of ABL Priority Collateral) to the Liens securing the ABL Obligations and such ABL DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Term Loan Obligations are so senior or subordinate to the ABL Obligations under this Agreement, (ii) any provision of any ABL DIP Financing that (x) purports to govern or control or relates to or requires or describes any of the provisions or content of a plan of reorganization or any sub xxxx plan (other than any provision requiring that the ABL DIP Financing be paid in full in cash) or (y) prohibits or impedes the proposing of any Term Loan DIP Financing in accordance with Section 5.2(b) below, (iii) any ancillary agreements or arrangements regarding the cash collateral use or ABL DIP Financing that are materially and disproportionately prejudicial to their interests as compared to the ABL Secured Parties, (iv) the ABL DIP Financing to the extent that it compels Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the ABL DIP Financing documentation or a related document or (v) the ABL DIP Financing documentation or cash collateral order to the extent that it expressly requires the liquidation of the Common Collateral securing prior to a default under the First ABL DIP Financing documentation or cash collateral order or (B) proposing any other “DIP financing” to the applicable bankruptcy court, including a “DIP financing” that competes with any ABL DIP Financing proposed or supported by the ABL Secured Parties. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority ObligationsCollateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate protection payments using Term Loan Priority Collateral.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code (or analogous Debtor Relief Laws in any relevant jurisdiction) or to provide financing to any Loan Party under the Bankruptcy Code (or analogous Debtor Relief Laws in any relevant jurisdiction) 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection or similar relief provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Lien Senior Priority Representative or the other First Lien Senior Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second First Lien Junior Priority Representative agrees, on behalf of itself and the other Second First Lien Junior Priority Secured Parties, that each Second First Lien Junior Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second First Lien Junior Priority Liens on any Common Collateral (i) (x) to such DIP Financing on the same terms as the First Lien Senior Priority Liens are subordinated thereto or (y) if such DIP Financing is secured by Liens which are equally and ratably ranked with the First Lien Senior Priority Liens, to such DIP Financing on the same terms as the First Lien Junior Priority Liens are subordinated to the First Lien Senior Priority Liens (and any such subordination under clause (x) or (y) will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Lien Senior Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Lien Senior Priority Representative or the other First Lien Senior Priority Secured Parties, and (d) agrees that notice received two calendar days Business Days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code applicable Insolvency Law or to provide financing to any Loan Party under the Bankruptcy Code applicable Insolvency Law 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will take no position contrary to the First Priority Secured Parties, nor support any Person who takes a position contrary to the First Priority Secured Parties with respect to the use of such cash collateral or to such DIP Financing, (b) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (bc) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, below and (cd) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (de) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the notice. Second Priority Representative retains its Lien Representative, on behalf of itself and the Common Collateral to secure the other Second Priority Obligations (in each caseSecured Parties, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing agrees that it shall not, directly or indirectly, provide, offer to provide or support any such DIP Financing shall be secured by a Lien senior to or on a parity pari passu with the Liens of the First Priority Representative and Liens, unless expressly approved by the First Priority Creditors on Common Collateral securing the First Priority ObligationsRepresentative.

Financing Matters. (a) If any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent ABL Agent consents (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral, or to provide financing to any Loan Party under the Bankruptcy Code or to consent consents (or does not object) to the provision of such financing to any Loan Party Grantor by any third party (any such use of cash collateral or financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party approved by ABL Agent, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative LC Agent agrees, on behalf of itself and the other Second Priority LC Secured Parties, that each Second Priority such LC Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral ABL Priority Collateral or to such ABL Priority DIP Financing, (b) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral ABL Priority Collateral or such ABL Priority DIP Financing except as set forth in permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens, and any Adequate Protection Liens on any Common Collateral 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 First Priority Liens on such ABL Priority Collateral are subordinated thereto to such 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 First ABL Agent, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the ABL Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative ABL Agent or the other First Priority ABL Secured Parties, Parties and (d) agrees that any notice received two calendar days prior of such events found to be adequate by the entry of an order approving such usage of cash collateral or approving such financing bankruptcy court shall be adequate notice so long as notice; provided that, with respect to clauses (Aa) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations through (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Coded) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.above,

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative Senior Agents or the other First Priority Secured Parties Senior Creditors desire (1) to consent (or not object) to the use of cash collateral (other than any cash collateral consisting of Escrow Account Collateral) under the Bankruptcy Code or (2)(A) to provide financing to any Loan Party under the Bankruptcy Code or (B) to consent (or not object) to the provision of such financing to any Loan Party by any third party (other than any such financing, in the case of either (A) or (B), to the extent it is secured by the Escrow Account Collateral) (“DIP Financing”), or (3) to consent to the Liens securing any DIP Financing (other than any Liens on the Escrow Account Collateral) (“DIP Financing Liens”), then the Second Priority Representative agreesJunior Creditor agrees that, on behalf of itself and until the other Second Priority Secured PartiesSenior Lien Discharge Date, that each Second Priority Secured Party the Junior Creditor (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP FinancingFinancing and DIP Financing Liens, unless (A) the Senior Creditors, or a representative authorized by the Senior Creditors (including, without limitation, the Senior Agents), shall then oppose or object to such DIP Financing or DIP Financing Liens, or (B) such DIP Financing Liens are not senior to, or do not rank pari passu with, the Liens securing the Senior Lien Obligations, (bii) will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such cash or other collateral (other than the Escrow Account Collateral) or such DIP Financing except as set forth in Section paragraph 5.4 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens (other than the Liens on any Common Collateral the Escrow Account Collateral) securing the Junior Lien Obligations (ix) to such DIP Financing on Liens with the same terms and conditions as the First Priority Liens securing the Senior Lien Obligations are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection provided to the First Priority Secured Parties Senior Creditors and (iiiz) to any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Representative Senior Agents or the other First Priority Secured PartiesSenior Creditors, and (div) agrees that notice received two calendar five (5) business days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), then the Second Priority [Term Loan] Representative agrees, on behalf of itself and the other Second Priority [Term Loan] Secured Parties, that each Second Priority [Term Loan] Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the [Term Loan] Representative’s Lien on the [Term Loan] Collateral to secure the [Term Loan] Obligations or on any other grounds (b) and will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, Financing) and (cb) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority [Term Loan] Liens on any Common ABL Priority Collateral (i) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority ABL Secured Parties and (iii) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority [Term Loan] Representative retains its Lien on the Common [Term Loan] Collateral to secure the Second Priority [Term Loan] Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the [Term Loan] Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the [Term Loan] Representative on the [Term Loan] Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral ABL Lenders securing the First ABL Obligations on ABL Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the [Term Loan] Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the [Term Loan] Priority Collateral (the “Term Post-Petition Assets”) is junior and subordinate to the Lien in favor of the [Term Loan] Representative on the [Term Loan] Priority Collateral and (2) the [Term Loan] Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the [Term Loan] Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the [Term Loan] Priority Collateral and nothing contained herein shall be deemed to be a consent by [Term Loan] Secured Parties to any adequate protection payments using [Term Loan] Priority Collateral.

Financing Matters. (1) If any Loan Party becomes subject to in any Insolvency or Liquidation Proceeding at any time and prior to the Discharge of First Priority Obligations Payment DateLien Obligations, and if the First Priority Representative or the other First Priority Lien Secured Parties shall desire to consent permit the sale, use or lease of “Cash Collateral” (or not objectas such term is defined in Section 363(a) to the use of cash collateral under the Bankruptcy Code or any other similar Bankruptcy Law), or to provide permit the Borrower or any other Grantor to obtain financing to any Loan Party under Section 364 of the Bankruptcy Code or to consent any similar Bankruptcy Law (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), whether from the First Lien Secured Parties or any other Person (subject to this Section 2.11(a)), then each of the Second Priority Representative agrees, Collateral Agent (on behalf of the Second Lien Secured Parties and the Third Lien Secured Parties), the Second Lien Administrative Agent for itself and on behalf of the other Second Priority Lien Secured Parties, and the Trustee for itself and on behalf of the other Third Lien Secured Parties, agrees that each Second Priority Secured Party (a) will be deemed to have consented to, it will raise no objection toto (or otherwise contest, nor interfere with, or support any other Person objecting objection to, the ) such Cash Collateral use of such cash collateral or to such DIP Financing, including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the First Lien Secured Parties and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing and any “carve-out” for professional and United States Trustee fees (bthe “Carve-Out”) agreed to by the First Lien Secured Parties, the Collateral Agent will, on its own behalf and on behalf of the Second Lien Secured Parties and the Third Lien Secured Parties, subordinate its Second Liens and Third Liens in the Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any replacement Liens granted to the First Lien Secured Parties, and (z) the Carve-Out agreed to by the First Lien Secured Parties, and will not request or accept adequate protection or any other relief in connection with therewith (except, as expressly agreed by the First Lien Secured Parties or to the extent permitted by Section 2.11(e)(1)); provided that, solely to the extent permitted by Section 2.11(e)(1), the Second Lien Secured Parties may object to such use of such cash collateral Cash Collateral or such DIP Financing; provided, further, that the Second Lien Secured Parties and the Third Lien Secured Parties retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing except as that are materially prejudicial to their interests; provided, further, that the aggregate principal amount of the DIP Financing is subject to the limitation set forth in Section 5.4 belowthe definition of “First Lien Cap”, (c) will subordinate (and will be deemed hereunder to have subordinated) taking into account the maximum facility limit under such DIP Financing and, without limiting the foregoing, the Second Priority Liens on Lien Secured Parties and the Third Lien Secured Parties retain the right to object to any Common Collateral (i) to such DIP Financing on the basis that the aggregate principal amount of such DIP Financing exceeds the limitation set forth in the definition of “First Lien Cap.” No Second Lien Secured Party or Third Lien Secured Party may, directly or indirectly, seek to provide DIP Financing to the Borrower or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, provided, however, that if no First Lien Secured Party offers to provide DIP Financing consistent with this Section 2.11(a)(1) on or before the date of any hearing to approve Cash Collateral use or DIP Financing, then a Second Lien Secured Party may seek to provide such DIP Financing (provided that the aggregate principal amount of such DIP Financing is subject to the limitation set forth in the definition of “Second Lien Cap”, taking into account the maximum facility limit under such DIP Financing and, without limiting the foregoing, the First Lien Secured Parties and the Third Lien Secured Parties retain the right to object to any DIP Financing on the basis that the aggregate principal amount of such DIP Financing exceeds the limitation set forth in the definition of “Second Lien Cap”) secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations so long as such DIP Financing does not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations (unless the Liens securing such “roll-up” or refinancing are subordinated to the Liens securing the First Lien Obligations on the same terms basis as the First Priority Liens are securing the Second Lien Obligations were so subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Lien Obligations under this Agreement immediately prior to such “roll-up” or refinancing), and the First Lien Secured Parties may object thereto on any grounds; provided, further, that if no First Lien Secured Party or Second Lien Secured Party offers to provide DIP Financing to the extent permitted under this Section 2.11(a)(1) on or before the date of any hearing to approve Cash Collateral use or DIP Financing, then a Third Lien Secured Party may seek to provide such DIP Financing (provided that the aggregate principal amount of such DIP Financing is subject to the limitation set forth in the definition of “Third Lien Cap”, taking into account the maximum facility limit under such DIP Financing and, without limiting the foregoing, the First Lien Secured Parties and (iii) the Second Lien Secured Parties retain the right to object to any DIP Financing on the basis that the aggregate principal amount of such DIP Financing exceeds the limitation set forth in the definition of “carve-out” agreed to Third Lien Cap”) secured by the First Priority Representative Liens equal or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior senior in priority to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice Liens securing any First Lien Obligations so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to does not “roll-up” or on a parity with otherwise include or refinance any pre-petition Third Lien Obligations (unless the Liens of securing such “roll-up” or refinancing are subordinated to the Liens securing the First Priority Representative Lien Obligations and the Second Lien Obligations on the same basis as the Liens securing the Third Lien Obligations were so subordinated to the First Lien Obligations and the Second Lien Obligations under this Agreement immediately prior to such “roll-up” or refinancing), and the First Priority Creditors Lien Secured Parties and the Second Lien Secured Parties may object thereto on Common Collateral securing the First Priority Obligationsany grounds.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), then the Second Priority Term Loan Representative agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, that each Second Priority Term Loan Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Lien on the Collateral to secure the Term Loan Obligations or on any other grounds and (by) will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens on any Common ABL Priority Collateral (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Term Loan Representative retains its Lien on the Common Collateral to secure the Second Priority Term Loan Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral ABL Lenders securing the First ABL Obligations on ABL Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Term Loan Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Loan Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Loan Post-Petition Assets of the debtor to secure the Term Loan Obligations. In no event will any of the ABL Secured Parties and their affiliates seek to obtain a priming Lien on any of the Term Loan Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate protection payments using Term Loan Priority Collateral.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, and the Junior Priority Representative agrees, on behalf of itself and the other Junior Priority Secured Parties, that each Second Priority Secured Party or Junior Priority Secured Party, as applicable, (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, provided that, except as otherwise agreed by the Second Priority Representative, the principal amount of such DIP Financing does not exceed (together with amounts outstanding under the First Priority Agreements which are subject to the Cap Amount) the Cap Amount, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral or Junior Priority Liens, as the case may be, (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice. 5.3.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or (acting at the other direction of the requisite First Priority Secured Parties desire Parties) desires to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any replacement liens provided as adequate protection provided to the First Priority Secured Parties on the same terms as the Second Priority Liens are subordinated to the First Priority Liens under this Agreement and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties. Notwithstanding the foregoing, and (d) agrees that notice received two calendar days prior the aggregate principal amount of the DIP Financing shall not exceed an amount equal to the entry sum of an order approving such usage (x) $550,000,000 of cash collateral or approving such financing shall be adequate notice so long as new commitments plus (Ay) any amounts outstanding under the Second First Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after Agreement upon the commencement of the case applicable Insolvency Proceeding (including, without limitation, Hedging Obligations, Cash Management Obligations and Platinum Lease Obligations) that are converted, exchanged or otherwise rolled into the post-petition obligations outstanding under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsfacility.

Financing Matters. If any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or (acting at the other direction of the requisite First Priority Secured Parties desire Parties) desires to consent (or not object) to permit the use of cash collateral or to permit any Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or to provide financing to any Loan Party under the similar provision in any Bankruptcy Code or to consent Law (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Junior Priority Representative agreesRepresentative, for itself and on behalf of itself and the other Second each applicable Junior Priority Secured PartiesParty, agrees that each Second Priority Secured Party (a) will be deemed to have consented to, it will raise no objection to, nor and will not support any other Person objecting anyobjection to, the and will not otherwise contest such use of such cash collateral or to such DIP Financing, (b) Financing and will not request or accept adequate protection or any other relief in connection therewith (except to the extent permitted by Section 5.4) and, to the extent the Liens securing the First Priority Obligations are subordinated or pari passu with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 belowFinancing, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Liens in the Shared Collateral in favor of the Junior Priority Liens on any Common Collateral (i) Obligations to such DIP Financing (and all Obligations relating thereto) on the same terms basis as the First Priority Liens they are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Obligations under this Agreement. The Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Parties Party, agrees that, in the event of an Insolvency Proceeding, it will raise no objection to, and will not support any objection to, and will not otherwise contest (iiia) to any “carve-out” agreed to motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Priority Obligations made by the First Priority Representative or any First Priority Secured Party, (b) any lawful exercise by the First Priority Representative or any other First Priority Secured PartiesParty of the right to credit bid any First Priority Obligations at any sale in foreclosure of First Priority Collateral, (c) any other request for judicial relief made in any court by the First Priority Representative or any other First Priority Secured Party relating to the lawful enforcement of any First Priority Lien and (d) agrees that notice received two calendar days prior any order relating to the entry a sale of an order approving such usage assets of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of Grantor for which the First Priority Representative has consented that provides, to the extent the sale is to be free and clear of Liens, that the First Priority Creditors on Common Collateral Liens securing the First Priority ObligationsObligations and the Junior Priority Obligations will attach to the proceeds of the sale on the same basis of priority as the existing Liens in accordance with this Agreement.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law or to provide financing to any Loan Party under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on to the same terms as extent the First Priority Liens are subordinated thereto to or pari passu with such DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection Liens provided to the First Priority Secured Parties and (iii) to any “carve-out” or similar administrative priority agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing DIP Financing shall be adequate notice so long as notice, in each case provided that (A1) subject to this Agreement, the Second Priority Representative retains its Lien on Liens with respect to the Common Collateral to secure of any US Loan Party that existed as of the Second Priority Obligations date of the commencement of the applicable Insolvency Proceeding (in each case, including proceeds thereof arising after the commencement of such Insolvency Proceeding), (2) the case under proposed cash collateral use or DIP Financing does not compel any Loan Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the Bankruptcy Codematerial terms are set forth in the cash collateral order or DIP Financing documentation, as applicable, (3) any Second Priority Secured Party may seek and retain adequate protection as permitted by this Agreement and (B4) all Liens the aggregate principal amount of the DIP Financing plus the then outstanding aggregate principal amount of First Priority Obligations (excluding Permitted Bank Product Obligations) does not exceed the sum of $75.0 million plus the Maximum First Lien Obligations (it being understood that any “roll up” transaction or refinancing of the First Priority Obligations shall not be deemed to reduce the amount of DIP Financing permitted hereunder). The Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that no such Person shall provide to the Company or any other US Loan Party a DIP Financing to the extent that the Second Priority Representative or any Second Priority Secured Party would, in connection with such DIP Financing, be granted a Lien on the Common Collateral securing any such DIP Financing shall be senior to or on a parity pari passu with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral thereon securing the First Priority Obligations, without the consent of the First Priority Representative.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the any other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or any other Bankruptcy Law or to provide financing to any Loan Party under the Bankruptcy Code or any other Bankruptcy Law or to consent (or not object) to the provision of such financing (including financing that primes or takes priority over existing Liens) to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to any replacement Liens provided as adequate protection to the First Priority Secured Parties on the same terms as the Second Priority Liens are subordinated to the First Priority Liens under this Agreement and (ii)(x) to the Liens securing such DIP Financing Financing, (y) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties and (z) in the case of any Insolvency Proceeding outside the United States, to any administrative or other charges granted in such Insolvency Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the other First Priority Secured Parties, in the case of each of clauses (ii) (x), (y) and (z), with such subordination to be on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iid) will be deemed to have consented to, and will raise no objection to, and will not support any adequate protection provided other Person objecting to (i) any motion for relief from the automatic stay or from any injuction against foreclosure or enforcement in respect of the First Priority Secured Parties and (iii) to any “carve-out” agreed to Obligations made by the First Priority Representative or any First Priority Secured Party, (ii) any lawful exercise by the First Priority Representative or any other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior Party of the right to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second credit bid any First Priority Obligations at any sale in foreclosure of First Priority Collateral or (iii) any other request for judicial relief made in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of court by the First Priority Representative and the or any other First Priority Creditors on Common Collateral securing Secured Party relating to the lawful enforcement of any First Priority ObligationsLien.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding under the Bankruptcy Code at any time prior to the First Priority ABL Obligations Payment Discharge Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), then the Second Priority Note and Specified Hedge Representative agrees, on behalf of itself and the other Second Priority Note and Specified Hedge Secured Parties, that each Second Priority Note and Specified Hedge Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP FinancingFinancing on any grounds, including failure to provide “adequate protection” of the Note and Specified Hedge Representative’s Lien on the Collateral to secure the Note and Specified Hedge Obligations and (by) will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Note and Specified Hedge Liens on any Common ABL Collateral (iA) to the Liens securing such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any replacement liens provided as adequate protection provided to the First Priority ABL Secured Parties as set forth in Section 5.4 below and (iiiC) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Note and Specified Hedge Representative retains its Lien on the Common Collateral to secure the Second Priority Note and Specified Hedge Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Note and Specified Hedge Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Note and Specified Hedge Representative on the Note and Specified Hedge Collateral, (By) all Liens on Common ABL Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral ABL Lenders securing the First Priority ObligationsABL Obligations on ABL Collateral and (z) the aggregate principal amount of such ABL DIP Financing (including any undrawn portion of the revolving commitments thereunder, and including the face amount of any letters of credit issued and not reimbursed under such ABL DIP Financing), together with the aggregate outstanding principal amount of indebtedness and unfunded commitments under the ABL Agreement, does not exceed 110% of the aggregate outstanding principal amount of indebtedness and unfunded commitments under the ABL Agreement immediately prior to the incurrence of such ABL DIP Financing. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Note and Specified Hedge Collateral and nothing contained herein shall be deemed to be a consent by Note and Specified Hedge Secured Parties to any adequate protection payments using Note and Specified Hedge Collateral.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First ABL Priority Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), then the Second Priority Term Loan Representative agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, that each Second Priority Term Loan Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Lien on the Collateral to secure the Term Loan Obligations or on any other grounds (b) and will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, Financing) and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens on any Common ABL Priority Collateral to (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Aw) the Second Priority principal amount of such ABL DIP Financing plus the outstanding principal amount of other ABL Obligations does not exceed the ABL Loan Maximum Amount, (x) the Term Loan Representative retains its Lien on the Common Collateral to secure the Second Priority Term Loan Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority ABL Creditors on Common Collateral securing the First ABL Obligations on ABL Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Term Loan Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the Term Loan Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate protection payments using Term Loan Priority Collateral.

Financing Matters. If any Loan Credit Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire Agent desires to consent (or not object) to the sale, use or lease of cash or other collateral under the Bankruptcy Code or to provide financing to any Loan Credit Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Credit Party by any third party (any such financing, “"DIP Financing”"), then the Second Priority Representative each Subordinated Party agrees, on behalf so long as the sum of itself the DIP Financing and the other Second Priority Secured Partiesoutstanding Senior Debt shall not exceed any of the applicable Senior Debt Limit, that each Second Priority Secured Subordinated Party (aA) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the sale, use or lease of such cash or other collateral or to such DIP Financing, (bB) will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such cash or other collateral or such DIP Financing except as set forth in Section 5.4 clause (iv) below, (cC) will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Second Priority Liens on any Common Collateral (ix) to such DIP Financing on the same terms and conditions as the First Priority Subordinated Parties' other Liens are subordinated thereto under this Agreement (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection provided to Agent or any Senior Lender (subject to the First Priority Secured Parties other terms and provisions of this Agreement) and (iiiz) to any “"carve-out” " for professional and United States Trustee fees agreed to by the First Priority Representative or the other First Priority Secured PartiesAgent, and (dD) agrees that notice received two calendar days five (5) Business Days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) notice. Each Subordinated Party agrees that such Subordinated Party will not, without the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each caseprior written consent of Agent, including proceeds thereof arising after the commencement extend directly or indirectly all or any portion of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to secured by Liens with priority over, or on a parity with pari passu with, the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority ObligationsSenior Debt.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral that consists solely of the proceeds of ABL Priority Collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), then the Second Priority Non-ABL Representative agrees, on behalf of itself and the other Second Priority Non-ABL Secured Parties, that each Second Priority Non-ABL Secured Party (aA) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Non-ABL Representative’s Lien on the Non-ABL Collateral to secure the Non-ABL Obligations or on any other grounds (b) and will not request or accept any adequate protection or solely as a result of such ABL DIP Financing), (B) will be deemed to have consented to, will raise no objection to, nor support any other relief in connection with Person objecting to, the use payment of such cash collateral interest, fees and expenses or such DIP Financing except as set forth in other amounts to the ABL Secured Parties under Section 5.4 below, 506(b) or Section 506(c) of the Bankruptcy Code or otherwise and (cC) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Non-ABL Liens on any Common ABL Priority Collateral (i) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority ABL Secured Parties and (iii) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Non-ABL Representative retains its Lien on the Common Non-ABL Collateral to secure the Second Priority Non-ABL Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Non-ABL Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Non-ABL Representative on the Non-ABL Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral ABL Secured Parties securing the First ABL Obligations on ABL Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Non-ABL Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Non-ABL Priority Collateral (the “Non-ABL Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Non-ABL Representative on the Non-ABL Priority Collateral and (2) the Non-ABL Representative also receives a replacement or adequate protection Lien on such Non-ABL Post-Petition Assets of the debtor to secure the Non-ABL Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Non-ABL Priority Collateral and nothing contained herein shall be deemed to be a consent by the Non-ABL Secured Parties to any adequate protection payments using Non-ABL Priority Collateral.

Financing Matters. If Until the First Lien Obligations have been Paid in Full, if any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Lien Representative or one or more of the other First Priority Lien Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Lien Representative agrees, on behalf of itself and the other Second Priority Lien Secured Parties, that the Second Lien Representative and each Second Priority Lien Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 5.04 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority second-priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority first-priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Lien Secured Parties and (iii) to any “carve-out” for fees to the agent and any arranger in respect of such DIP Financing agreed to by the First Priority Lien Representative or the other First Priority Secured Parties, and (d) agrees that notice received two five calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as notice; provided that (i) the aggregate principal amount of any DIP Financing, when taken together with any First Lien Obligations that are not repaid with such DIP Financing, shall not exceed an amount equal to the sum of (X) the First Lien Cap plus (Y) $100,000,000, (ii) the Liens on the collateral securing the DIP Financing are senior to or pari passu with the Liens securing the First Lien Obligations and (iii) the foregoing shall not prevent the Second Lien Secured Parties from (A) the Second Priority Representative retains its Lien on the Common Collateral proposing any other DIP Financing to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement any Grantor or to a court of the case under the Bankruptcy Code) and competent jurisdiction or (B) all objecting to (1) any aspect of a DIP Financing relating to any provision or content of a plan of reorganization or any sub xxxx plan or (2) any DIP Financing if the Second Lien Secured Parties do not receive replacement Liens on Common Collateral securing all post-petition assets of any such DIP Financing shall be senior to or on a parity with the Liens Grantors in which any of the First Priority Representative and Lien Secured Parties obtain a replacement Lien (to the First Priority Creditors on Common Collateral securing extent that such assets constitute Collateral), in each case with the First Priority Obligationssame priority as existed prior to such Insolvency Proceeding.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the Controlling First Lien Senior Priority Representative or the other First Lien Senior Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second each First Lien Junior Priority Representative agrees, on behalf of itself and the other Second First Lien Junior Priority Secured Parties, that each Second First Lien Junior Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second First Lien Junior Priority Liens on any Common Collateral (i) (x) to such DIP Financing on the same terms as the First Lien Senior Priority Liens are subordinated thereto or (y) if such DIP Financing is secured by Liens which are equally and ratably ranked with the First Lien Senior Priority Liens, to such DIP Financing on the same terms as the First Lien Junior Priority Liens are subordinated to the First Lien Senior Priority Liens (and any such subordination under clause (x) or (y) will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Lien Senior Priority Secured Parties and (iii) to any “carve-out” agreed to by the Controlling First Lien Senior Priority Representative or the other First Lien Senior Priority Secured Parties, and (d) agrees that notice received two calendar days Business Days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Lien Representative or one or more of the other First Priority Lien Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party under the Bankruptcy Code (any such financing, “"DIP Financing”FINANCING"), then the Second Priority Lien Representative agrees, on behalf of itself and the other Second Priority Lien Secured Parties, that to the extent the aggregate principal amount of such DIP Financing does not exceed the maximum aggregate principal amount available under the First Lien Credit Agreement as of the Effective Date by more than $125,000,000, the Second Lien Representative and each other Second Priority Lien Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 5.04 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority second-priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority first-priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), ) and (ii) to any adequate protection provided to the First Priority Lien Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. If any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Dateor Liquidation Proceeding, and if the First First-Priority Representative or (acting at the other First direction of the requisite First-Priority Secured Parties desire Parties) desires to consent (or not object) to the use of cash collateral under the Bankruptcy Code or any other Bankruptcy Law or to provide financing to any Loan Party Grantor under Section 363 or Section 364 of the Bankruptcy Code or any other similar provision in any Bankruptcy Law or to consent (or not object) to the provision of such financing (including financing that primes or takes priority over existing Liens) to any Loan Party Grantor by any third party (any such financing, “DIP Financing”), then the Second Second-Priority Representative agrees, on behalf of itself and the other Second Second-Priority Secured Parties, that each Second Second-Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral or to such DIP Financing, provided that such parties receive adequate protection in a manner otherwise consistent with the terms of this Agreement, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Second-Priority Liens on any Common Collateral or claims (i) to such DIP Financing any additional or replacement Liens, cash payments, or claims provided as adequate protection to the First-Priority Secured Parties on the same terms as the First Second-Priority Liens, right to cash payments, or claims are subordinated to the First-Priority Liens, right to cash payments, or claims under this Agreement and (ii)(x) to the Liens, right to cash payments, or claims securing such DIP Financing (and the Liens securing the Second-Priority Obligations shall have the same priority with respect to the Common Collateral relative to the Liens securing the First-Priority Obligations as if such DIP Financing had not occurred), (y) to any “carve-out” agreed to by the First-Priority Representative or the other First-Priority Secured Parties and (z) in the case of any Insolvency or Liquidation Proceeding outside the United States, to any administrative or other charges granted in such Insolvency or Liquidation Proceeding that are similar in nature to a “carve-out” and agreed to by the First-Priority Representative or the other First-Priority Secured Parties, in the case of each of clauses (ii) (x), (y) and (z), with such subordination to be on the same terms as the First-Priority Liens or claims are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (d) will be deemed to have consented to, and will raise no objection to, and will not support any other Person objecting to (i) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of the First-Priority Obligations made by the First-Priority Representative or any First-Priority Secured Party, (ii) to any adequate protection provided to lawful exercise by the First First-Priority Representative or any other First-Priority Secured Parties and Party of the right to credit bid any First-Priority Obligations at any sale in foreclosure of First-Priority Collateral or (iii) to any “carve-out” agreed to other request for judicial relief made in any court by the First First-Priority Representative or the any other First First-Priority Secured Parties, and (d) agrees that notice received two calendar days prior Party relating to the entry lawful enforcement of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second any First-Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority ObligationsLien.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as and that notice received 15 calendar days prior to a hearing to approve DIP Financing or use of cash collateral on a final basis shall be adequate; provided that (Ai) the Second Priority Representative retains its Lien on the right to object to any ancillary agreements or arrangements regarding the cash collateral use or the DIP Financing that are materially prejudicial to their interests, (ii) (A) the DIP Financing does not compel the Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (B) the DIP Financing documentation or cash collateral order does not expressly require the sale or other liquidation of the Common Collateral prior to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case a default under the Bankruptcy Code) DIP Financing documentation or cash collateral order and (Biii) all Liens on Common Collateral securing that any form of order submitted in connection with interim or final approval of such DIP Financing shall be senior provide that the Second Priority Secured Parties shall receive adequate protection in the form of replacement liens on additional collateral or superpriority claims in connection with such DIP Financing; provided further that if clause (iii) above is not complied with, the Second Priority Secured Parties will have the right to object to the failure of any such interim or on a parity with final order to award such adequate protection, but not otherwise object to the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority ObligationsDIP Financing, except as expressly provided in this Section 5.2.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of ABL Priority Collateral constituting cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party secured by all or a portion of the ABL Priority Collateral (any such financing, “ABL DIP Financing”), then the Second Priority Notes Representative agrees, on behalf of itself and the other Second Priority Notes Secured Parties, that each Second Priority Notes Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Notes Representative’s Lien on the Notes Collateral to secure the Notes Obligations or on any other grounds (b) and will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, Financing) and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Notes Liens on any Common ABL Priority Collateral (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out” for professional fees and customary fees and expenses agreed to by the First Priority ABL Representative or the other First Priority ABL Secured PartiesParties and approved by the bankruptcy court, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Aw) such ABL DIP Financing will not result in the Capped ABL Obligations exceeding the ABL Cap Amount, (x) the Second Priority Notes Representative retains its Lien on the Common Notes Collateral to secure the Second Priority Notes Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Notes Representative on the Notes Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral other ABL Secured Parties securing the First ABL Obligations on ABL Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Notes Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Notes Priority Collateral (the “Notes Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Notes Representative on the Notes Priority Collateral and (2) the Notes Representative also receives a replacement or adequate protection Lien on such Notes Post-Petition Assets of the debtor to secure the Notes Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Notes Priority Collateral and nothing contained herein shall be deemed to be a consent by Notes Secured Parties to any adequate protection payments using Notes Priority Collateral.

Financing Matters. If any Loan Party Borrower becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties Creditors desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code (unless such cash collateral does not constitute Common Collateral) or to provide financing to any Loan Party Borrower under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party Borrower by any third party (any such financingfinancing by any of the First Priority Creditors or a third party, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section paragraph 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on substantially the same terms (but subordinated to the First Priority Liens) as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties Creditors on the same terms as the Second Priority Liens are subordinated to the First Priority Liens under this Agreement and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority ObligationsCreditors.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”‘), then the Second Priority Term Loan Representative agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, that each Second Priority Term Loan Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Lien on the Collateral to secure the Term Loan Obligations or on any other grounds and (by) will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens on any Common ABL Priority Collateral (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Term Loan Representative retains its Lien on the Common Collateral to secure the Second Priority Term Loan Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral ABL Lenders securing the First ABL Obligations on ABL Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations., and such replacement or adequate protection Lien is on any of the Term Loan Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Loan Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Loan Post- Petition Assets of the debtor to secure the Term Loan Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate protection payments using Term Loan Priority Collateral

Financing Matters. If the Borrower or any other Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or one or more of the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) subject to the proviso below, will be deemed to have consented to, and will raise no objection to, nor object to and will not support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will b)will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), ) and (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as notice; provided, however, that the Second Priority Secured Parties will not be deemed to have consented to any DIP Financing unless (A) the Second sum of the aggregate principal amount of such DIP Financing plus the aggregate outstanding principal amount of the loans advanced under the First Priority Representative retains its Lien on Agreement and the Common Collateral other First Priority Documents plus any undrawn portion of revolving commitments pursuant to secure the Second First Priority Agreement plus the aggregate face amount of any letters of credit issued and not reimbursed under the First Priority Agreement does not exceed the Maximum First Priority Obligations Principal Loan Amount (as defined in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy CodeSection 6.l(b)(i) below) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or is on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationscommercially reasonable terms.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or (acting at the other direction of the requisite First Priority Secured Parties desire Parties) desires to consent (or not object) to the use of cash collateral under the Bankruptcy Code or other insolvency law or to provide financing to any Loan Party under the Bankruptcy Code or other insolvency law or to consent (or not object) to the provision of such financing (including financing that primes or takes priority over existing Liens) to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below5.4, and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (iA) to any replacement Liens provided as adequate protection to the First Priority Secured Parties on the same terms as the Second Priority Liens are subordinated to the First Priority Liens under this Agreement and (B)(x) to the Liens securing such DIP Financing Financing, (y) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties and (z) in the case of any Insolvency Proceeding outside the United States, to any administrative or other charges granted in such Insolvency Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the other First Priority Secured Parties, in the case of each of clauses (B) (x), (y) and (z), with such subordination to be on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Lien Representative proposes, consents to or the other First Priority Secured Parties desire to consent (or does not object) object to the continued use of cash collateral under the Bankruptcy Code by any Loan Party during any Insolvency Proceeding or proposes to provide financing to any Loan Party under the Bankruptcy Code or to consent (consents or does not object) object to the provision of such financing to any Loan Party by any third party (any such financing, whether provided by the First Lien Secured Parties or any third party, being referred therein as a “DIP Financing”), then the Second Priority Lien Representative agrees, on behalf of itself and the other Second Priority Lien Secured Parties, and the Third Lien Representative agrees, on behalf of itself and the other Third Lien Secured Parties, that each Second Priority Lien Secured Party and each Third Lien Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on or the Third Priority Liens, as the case may be, and any Common Collateral Adequate Protection Liens provided in respect thereof, (i) to such DIP Financing on with the same terms and conditions as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection protection, including, without limitation, Adequate Protection Liens, provided to the First Priority Lien Secured Parties and (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Lien Representative or the other First Priority Lien Secured Parties, Parties and (d) agrees that any notice received two calendar days prior of such events found to be adequate by the bankruptcy court shall be adequate notice. After the occurrence of the First Lien Obligations Payment Date, if the Second Lien Representative proposes, consents to or does not object to the entry continued use of an order approving such usage cash collateral by any Loan Party during any Insolvency Proceeding or proposes to provide or consents or does not object to the provision by any third party of DIP Financing to any Loan Party, then the Third Lien Representative agrees, on behalf of itself and the other Third Lien Secured Parties, that each Third Lien 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 cash collateral or approving to such financing DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such cash collateral or such DIP Financing as permitted by Section 5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Third Priority Liens and any Adequate Protection Liens provided in respect thereof (i) to such DIP Financing with the same terms and conditions as the Second Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection, including, without limitation, Adequate Protection Liens, provided to the Second Lien Secured Parties and (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the Second Lien Representative or the other Second Lien Secured Parties and (D) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. If any Loan Party the Obligor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the Collateral Agent, the First Priority Representative Lien Agent or the other First Priority Lien Secured Parties desire to consent (or not object) to the sale, use or lease of cash collateral or other Collateral under the Bankruptcy Code or to provide financing to any Loan Party the Obligor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party the Obligor by any third party (any such financing, “DIP Financing”), then the Second Priority Representative Lien Agent agrees, on behalf of itself and the other Second Priority Lien Secured Parties, that each Second Priority Lien Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the sale, use or lease of such cash collateral or other Collateral or to such DIP Financing, (bii) will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such cash collateral or other Collateral or such DIP Financing except as set forth in Section 5.4 5.04 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (ix) to such DIP Financing on with the same terms and conditions as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection provided to the First Priority Lien Secured Parties and (iiiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Collateral Agent, the First Priority Representative Lien Agent or the other First Priority Lien Secured Parties, and (div) agrees that notice received two calendar days three (3) Business Days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties desire ABL Lender desires to consent (or not object) to the use of cash collateral under the Bankruptcy Code (or similar bankruptcy law) that represents proceeds of ABL Priority Collateral or to provide financing to any Loan Party under the Bankruptcy Code (or similar bankruptcy law) or to consent (or not object) to the provision of such financing to any Loan Party secured by a Lien on any third party ABL Priority Collateral (any such financing, “ABL DIP Financing”), then then, so long as (1) the Second maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such ABL DIP Financing, together with the principal amount of ABL Obligations outstanding at such time (after giving effect to the application of the proceeds of any ABL DIP Financing to refinance all or any portion of the ABL Obligations) may not exceed the principal amount of $35,000,000, (2) subject to clause (A) of this subparagraph (a), the Noteholder Agent retains a Lien on all ABL Priority Representative Collateral with the same priority as existed prior to the commencement of the Insolvency Proceeding, (3) to the extent that the ABL Lender is granted adequate protection in the form of a Lien on Collateral, the Noteholder Agent is permitted to seek a Lien on such additional Collateral as existed prior to the commencement of the Insolvency Proceeding, (4) the terms of such ABL DIP Financing do not require Holdings or any other Loan Party to seek approval for any plan of reorganization that is inconsistent with this Agreement, and (5) the terms of such ABL DIP Financing do not require any Indenture Secured Parties to advance additional funds pursuant to such ABL DIP Financing, the Noteholder Agent agrees, on behalf of itself and the other Second Priority Indenture Secured Parties, that each Second Priority Indenture Secured Party (aA) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, (b) will not request Financing on the grounds of a failure to provide “adequate protection” for the Noteholder Agent’s Lien on the Notes Collateral to secure the Indenture Obligations or accept adequate protection or on any other relief in connection with grounds and (B) if requested by the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 belowABL Lender, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Indenture Liens on any Common ABL Priority Collateral (i) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties ABL Lender and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured PartiesABL Lender, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Representative Noteholder Agent retains its Lien on the Common Notes Collateral to secure the Second Priority Indenture Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Noteholder Agent on the Notes Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral ABL Lender securing the First ABL Obligations on ABL Priority Collateral and (z) if the ABL Lender receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Notes Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Notes Priority Collateral (the “Note Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Noteholder Agent on the Notes Priority Collateral and (2) the ABL Lender shall request in its ABL DIP Financing motion that the Noteholder Agent also receive a replacement or adequate protection Lien on such Note Post-Petition Assets of the debtor to secure the Indenture Obligations. In no event will the ABL Lender seek to obtain a priming Lien on any of the Notes Priority Collateral and nothing contained herein shall be deemed to be a consent by Indenture Secured Parties to any adequate protection payments using Notes Priority Collateral.

Financing Matters. (i) If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First ABL Priority Obligations Claims Payment Date, Date and if the First Priority Representative ABL Agent or the other First Priority ABL Secured Parties desire to consent (or do not object) to any order under Section 363 of the Bankruptcy Code for the use of cash collateral under that constitutes all or any portion of the Bankruptcy Code ABL Priority Collateral or seek to provide financing to any Loan Party under the Bankruptcy Code provide, or to consent (or do not object) to the provision of such financing to a third party providing, any Loan Party by any third party with financing under Section 364 of the Bankruptcy Code (any such financing, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the ABL Priority Collateral, then the Second Priority Representative agreesTerm Agent, for itself and on behalf of itself and the other Second Priority Term Secured Parties, agrees that each Second Priority Secured Party (a) will be deemed to have consented to, it will raise no objection (and will consent) to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) and will not request or accept adequate protection (except as otherwise permitted pursuant to Section 5.04) or any other relief in connection with with, such financing or the Liens (“DIP Financing Liens”) on the ABL Priority Collateral securing the same or to any use of such any post-filing/post-petition cash collateral or (including as such DIP Financing except as set forth term is defined in Section 5.4 below363(a) of the Bankruptcy Code, (cthe “Post-Petition Cash Collateral”) will subordinate (and will be deemed hereunder to have subordinated) the Second that constitutes ABL Priority Liens on any Common Collateral Collateral, so long as (i) the ABL Debt after giving effect to such DIP Financing on does not exceed the same terms as ABL Debt Cap (taking into account the First Priority Liens are subordinated thereto (and maximum facility limit under such subordination will not alter in any manner the terms of this AgreementDIP Financing), (ii) to any adequate protection provided to such use of Post-Petition Cash Collateral or such DIP Financing is approved by the First Priority Secured Parties and court having jurisdiction over such Insolvency Proceeding in accordance with Section 363 or 364 of the Bankruptcy Code, (iii) the order or other approval of such court obtained for such use of Post-Petition Cash Collateral or the documentation for or relating to such DIP Financing do not by their terms require the liquidation of Common Collateral prior to a default thereunder and (iv) in the case of a DIP Financing, such DIP Financing does not compel any Loan Party to seek confirmation of a specific plan of reorganization other than a plan of reorganization that provides for satisfaction in full in cash of such DIP Financing on or prior to the effective date of such plan. To the extent that such DIP Financing Liens are senior to, or rank pari passu with, the ABL Liens on the ABL Priority Collateral, the Term Agent will, for itself and on behalf of the other Term Secured Parties, subordinate the Term Liens on the ABL Priority Collateral to the ABL Liens and the DIP Financing Liens thereon (and any “carve-out” for professional and United States Trustee’s fees agreed to by the First ABL Agent). Notwithstanding any of the foregoing, the Term Secured Parties shall retain Term Liens on all Term Priority Representative or the other First Collateral and ABL Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each caseCollateral, including proceeds Proceeds thereof arising after the commencement of such Insolvency Proceeding, to secure the case under Term Obligations and, as to the Bankruptcy Code) Term Priority Collateral only, such Term Liens securing Term Obligations shall have the same priority as existed prior to the commencement of such proceeding and (B) all any DIP Financing Liens thereon shall be junior and subordinate to the Term Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Term Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority ObligationsCollateral.

Financing Matters. (a) If any Loan Party the Vendor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Senior Debt Obligations Payment Date, and if the First Priority Senior Debt Representative or the other First Priority Senior Debt Secured Parties desire to consent (or not object) to the use of cash collateral under any Insolvency Law, to the Bankruptcy Code extent applicable or to provide financing to any Loan Party the Vendor under the Bankruptcy Code applicable Insolvency Laws or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “Senior Debt DIP Financing”), then the Second Priority Representative agrees, on behalf of itself Purchaser agrees that the Purchaser (i) (x) will consent and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) and will be deemed hereunder to have consented consented) to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such Senior Debt DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Royal Gold Lien on the Collateral to secure the Royal Gold Obligations or on any other grounds and (by) will not request or accept any adequate protection or any other relief protection, to the extent applicable in connection with the use subject Insolvency Proceeding, solely as a result of such cash collateral or such Senior Debt DIP Financing except except, to the extent applicable, as set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Royal Gold Liens on any Common Senior Debt Priority Collateral (iA) to such Senior Debt DIP Financing on the same terms as the First Priority Senior Debt Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority Senior Debt Secured Parties and Parties, (iiiC) to any “carve-out” agreed to by the First Priority Senior Debt Representative or the other First Priority Senior Debt Secured Parties and (D) to any court-ordered charge ranking senior to the Senior Debt Liens agreed to by the Senior Debt Representative or other Senior Debt Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Representative Purchaser retains its Lien on the Common Collateral to secure the Second Priority Royal Gold Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the Insolvency Proceeding) and, as to the Royal Gold Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under applicable Insolvency Law and any Lien securing such Senior Debt DIP Financing is junior and subordinate to the Bankruptcy Code) and Lien of the Purchaser on the Royal Gold Priority Collateral, (By) all Liens on Common Senior Debt Priority Collateral securing any such Senior Debt DIP Financing shall be senior to or on a parity with the Liens of the First Priority Senior Debt Representative and the First Priority Creditors on Common Collateral Senior Debt Lenders securing the First Senior Debt Obligations on Senior Debt Priority Collateral and (z) if the Senior Debt Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the Senior Debt Obligations, and such replacement or adequate protection Lien is on any of the Royal Gold Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Royal Gold Priority Collateral (the “Royal Gold Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Purchaser on the Royal Gold Priority Collateral and (2) the Purchaser also receives a replacement or adequate protection Lien on such Royal Gold Post-Petition Assets of the debtor to secure the Royal Gold Obligations. In no event will any of the Senior Debt Secured Parties seek to obtain a priming Lien to secure any Senior Debt DIP Financing on any of the Royal Gold Priority Collateral and nothing contained herein shall be deemed to be a consent by the Purchaser to any adequate protection payments using Royal Gold Priority Collateral. Without prejudice to the rights of the Purchaser under this Agreement, the Senior Debt Representative may seek the appointment of a Receiver by the court over all of the Collateral (including all or any part of the Royal Gold Priority Collateral) and propose to the court that it grant the Receiver priming liens over all such Collateral for funding the costs of the receivership as is customary in Canadian receivership proceedings; provided, however, the Senior Debt Representative will not commence any Insolvency Proceeding for the appointment of a Receiver by a court with less notice to the Purchaser than is required by the applicable rules of court procedure, unless (i) the Senior Debt Representative reasonably determines that such an action is necessary to preserve and/or protect such Collateral from immediate damage or significant diminution in value and (ii) the Senior Debt Representative provides the Purchaser with no less than three (3) business day’s prior written notice of the hearing of the application to the court, to the extent possible; provided, however, that the Senior Debt Representative will not have any personal liability to the Purchaser for failure to provide the Purchaser with such prior written notice. The immediately forgoing sentence is not intended and shall not be construed as a waiver by the Purchaser of any statutory right to receive earlier notice from the Senior Debt Representative or other Person in connection with the appointment of a Receiver or an application to the court for the appointment of a Receiver. In no event shall the Purchaser sell or obtain a priming lien on any Senior Debt Priority Collateral in any Insolvency Proceedings or otherwise. Notwithstanding the granting of any priming liens by a court in favor of a Receiver over such Collateral, all rights and obligations of the Purchaser and the Senior Debt Representative are intended to be and shall be deemed to be subject to the Lien Priority and other terms and conditions of this Agreement.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will 509265-1512-15059-Active.17708706.1 subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

Financing Matters. If (a) With respect to each Type of Common Collateral, if any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent consents (or does not object) to the use of such Common Collateral (for the avoidance of doubt, including but not limited to the use of cash collateral under the Bankruptcy Code collateral) by any Loan Party during any Insolvency Proceeding or to provide provides financing to any Loan Party under the Bankruptcy Code or to consent consents (or does not object) to the provision of such financing to any Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties or any third party, being referred therein as a “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral Common Collateral or to such DIP Financing, (b) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral Common Collateral or such DIP Financing except as set forth in permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on and any Common Collateral Adequate Protection Liens provided in respect thereof, (i) to such DIP Financing on with the same terms and conditions as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection protection, including, without limitation, Adequate Protection Liens, provided to the First Priority Secured Parties and (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Representative or the other First Priority Secured Parties, Parties and (d) agrees that any notice received two calendar days prior of such events found to be adequate by the entry of an order approving such usage of cash collateral or approving such financing bankruptcy court shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. If Until the First Lien Claims are Paid in Full, if any Loan Party Debtor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Dateor Liquidation Proceeding, and if the First Priority Representative Lien Collateral Agent or the other First Priority Lien Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code on which First Lien Secured Parties or any other creditor has a Lien, or to provide financing to any Loan Party Debtor under the Bankruptcy Code any Insolvency Law, or to consent (or not object) to the provision of such financing supported by security or priority security as may be ordered by a court of competent jurisdiction, to any Loan Party Debtor by any third party (any such financing, whether provided by a First Lien Secured Party or any third party, is referred to herein as a “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Lien Secured Parties, Parties agree that each Second Priority Secured Party they (ai) will be deemed to have consented to, and will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (bii) will not request or accept adequate protection or any other form of relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below5(d) hereof, and (ciii) to the extent the Liens in favor of First Lien Secured Parties securing the First Lien Claims (other than claims in respect of such DIP Financing) are subordinated to, or pari passu with, the Liens securing such DIP Financing, will subordinate and postpone (and will be deemed hereunder to have subordinatedsubordinated and postponed) the Liens in favor of Second Priority Liens on any Common Collateral Lien Secured Parties (ix) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination and postponement will not alter in any manner the terms of this AgreementAgreement (and, if the First Lien Secured Parties’ Liens securing the First Lien Claims (other than claims in respect of the DIP Financing) are subordinated to the Liens securing the DIP Financing, the Second Lien Secured Parties’ Liens will be subordinated to the DIP Financing on the same terms and conditions as such First Lien Secured Parties’ Liens securing the First Lien Claims (other than claims in respect of the DIP Financing)), (iiy) to any adequate protection additional security or other relief provided to First Lien Secured Parties in respect of the First Priority Secured Parties Lien Claims (other than claims in respect of the DIP Financing) and (iiiz) to any “carve-out” priority granted for administrative claims, directors’ charges, professional fees and bankruptcy trustee, proposal trustee, receiver or monitor fees agreed to by the First Priority Representative Lien Collateral Agent or the other First Priority Lien Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or any of the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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 Second each Junior Priority Representative agrees, on behalf of itself and the other Second Junior Priority Secured PartiesParties it represents, that each Second Junior Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, provided that the foregoing shall not prevent any Junior Priority Secured Party from (i) objecting to any DIP Financing (1) that purports to govern or control the provisions or content of a plan of reorganization (other than providing for satisfaction in full in cash of the DIP Financing on or prior to the effective date of such plan of reorganization) or (2) in which the aggregate principal amount of such DIP Financing plus the aggregate outstanding principal amount of the Loans constituting First Priority Obligations would exceed $55,000,000, or (ii) proposing any other DIP Financing to the Borrower, ( b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Junior Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. If (a)If any Loan Party Grantor becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority Obligations ABL Debt Payment Date, and if the First Priority Representative Agent or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code constituting ABL Priority Collateral or to provide financing to any Loan Party Grantor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party Grantor by one or more of the ABL Lenders or by any third party provided the provisions of the financing provided by such third party qualifies as a Permitted Refinancing (any such financing, “ABL DIP Financing”), then the Second Priority Representative Term Note Purchaser agrees, on behalf of itself and the other Second Priority Term Debt Secured Parties, that each Second Priority Term Debt Secured Party (ai) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral constituting ABL Priority Collateral or to such ABL DIP Financing on the grounds of a failure to provide “adequate protection” for the Term Debt Secured Parties’ Lien on the Term Debt Collateral to secure the Term Debt (except as provided in clause (z) below) or on any other grounds (and will not request any adequate protection solely as a result of such ABL DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth provided in Section 5.4 clause (z) below, ) and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Note Liens on any Common ABL Priority Collateral (iA) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties and (iiiC) to any “carve-out” in respect of fees and expenses of professionals retained by any debtor or committee and administrative expenses as agreed to by the First Priority Representative Agent or the other First Priority ABL Secured Parties, in each case, under the immediately preceding clauses (i) and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice ii), so long as (Ax) the Second following conditions are met: (1) the financing is not made in conjunction with the use of cash collateral consisting of Term Debt Priority Representative retains its Collateral and the Term Debt Secured Parties retain their Lien on the Common Term Debt Collateral to secure the Second Priority Obligations Term Debt (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B2) as to the Term Debt Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing, together with any adequate protection Liens granted to any ABL Secured Parties (or any third party under a Permitted Refinancing of ABL Debt) on any Term Debt Priority Collateral (and all obligations relating to such ABL DIP Financing, including any “carve-out”), shall be junior and subordinate to the Lien of the Term Debt Secured Parties on the Term Debt Priority Collateral, (y) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative Agent and the First Priority Creditors on Common Collateral other ABL Secured Parties securing the First ABL Debt on ABL Priority ObligationsCollateral and (z) if the Agent or any other ABL Secured Party (or any third party under a Permitted Refinancing of ABL Debt) receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Debt, and such replacement or adequate protection Lien is on any of the Term Debt Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Debt Priority Collateral (the “Term Note Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Debt Secured Parties on the Term Debt Priority Collateral and (2) the Term Debt Secured Parties also receive a replacement or adequate protection Lien on such Term Note Post-Petition Assets of the debtor to secure the Term Debt senior in priority to any adequate protection or replacement Lien granted to Agent or any other ABL Secured Party (or any third party under a Permitted Refinancing of ABL Debt), and the Agent and ABL Secured Parties (or any third party under a Permitted Refinancing of ABL Debt) shall not oppose any motion by any of the Term Debt Secured Parties with respect to the granting of any such adequate or replacement Lien on such Term Note Post-Petition Assets. In no event will (i) the terms of such DIP Financing or use of cash collateral order either require any of the Term Debt Secured Parties to extend additional credit pursuant to such DIP Financing or authorize the use of cash collateral consisting of Term Debt Priority Collateral, (ii) any of the ABL Secured Parties (or any third party under a Permitted Refinancing of ABL Debt) seek to obtain a priming Lien on any of the Term Debt Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Debt Secured Parties to any adequate protection payments using Term Debt Priority Collateral. If the ABL Secured Parties (or any third party under a Permitted Refinancing of ABL Debt) offer to provide DIP Financing that meets the requirements set forth above in this Section 5.2(a) and, to the extent of any modifications to the ABL Debt Documents meet the requirements for a Permitted Refinancing, then, for so long as such offer by such ABL Secured Parties remains in effect and has not terminated or been withdrawn, the Term Debt Secured Parties will not provide, participate in, or join in or support any other Person in any manner in providing or supporting the use of cash collateral constituting ABL Priority Collateral under the Bankruptcy Code or financing to any Grantor under the Bankruptcy Code. The foregoing provisions of this Section 5.2(a) shall not prevent the Term Debt Secured Parties from objecting to any provision in any cash collateral order or DIP Financing documentation relating to any provision or content of a plan of reorganization or similar dispositive re-structuring plan that is inconsistent with the terms of this Agreement, including, without limitation, the lien priorities in respect of the Collateral and Proceeds thereof as set forth in this Agreement.

Financing Matters. If any Loan Party Grantor becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or (acting at the other direction of the requisite First Priority Secured Parties desire Parties) desires to consent (or not object) to permit the use of cash collateral or to permit any Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or to provide financing to any Loan Party under the similar provision in any Bankruptcy Code or to consent Law (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Junior Priority Representative agreesRepresentative, for itself and on behalf of itself and the other Second each applicable Junior Priority Secured PartiesParty, agrees that each Second Priority Secured Party (a) will be deemed to have consented to, it will raise no objection to, nor and will not support any other Person objecting objection to, the and will not otherwise contest such use of such cash collateral or to such DIP Financing, (b) Financing and will not request or accept adequate protection or any other relief in connection therewith (except to the extent permitted by Section 5.4) and, to the extent the Liens securing the First Priority Obligations are subordinated or pari passu with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 belowFinancing, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Liens in the Shared Collateral in favor of the Junior Priority Liens on any Common Collateral (i) Obligations to such DIP Financing (and all Obligations relating thereto) on the same terms basis as the First Priority Liens they are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Obligations under this Agreement. The Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Parties Party, agrees that, in the event of an Insolvency Proceeding, it will raise no objection to, and will not support any objection to, and will not otherwise contest (iiia) to any “carve-out” agreed to motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Priority Obligations made by the First Priority Representative or any First Priority Secured Party, (b) any lawful exercise by the First Priority Representative or any other First Priority Secured PartiesParty of the right to credit bid any First Priority Obligations at any sale in foreclosure of First Priority Collateral, (c) any other request for judicial relief made in any court by the First Priority Representative or any other First Priority Secured Party relating to the lawful enforcement of any First Priority Lien and (d) agrees that notice received two calendar days prior any order relating to the entry a sale of an order approving such usage assets of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of Grantor for which the First Priority Representative has consented that provides, to the extent the sale is to be free and clear of Liens, that the First Priority Creditors on Common Collateral Liens securing the First Priority ObligationsObligations and the Junior Priority Obligations will attach to the proceeds of the sale on the same basis of priority as the existing Liens in accordance with this Agreement.

Financing Matters. If any Loan Party becomes subject (a) With respect to any Insolvency Proceeding at any time each Type of Common Collateral, prior to the First Priority Obligations Payment Date, if any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative or the other First Priority Secured Parties desire to consent consents (or does not object) to the use of such Common Collateral (for the avoidance of doubt, including but not limited to the use of cash collateral collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent consents (or does not object) to the provision of such financing to any Loan Party Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties or any third party, being referred therein as a “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor and will not support any other Person objecting to, the use of such cash collateral Common Collateral or to such DIP Financing, (b) will not shall only request or accept adequate protection or any other relief in connection with the use of such cash collateral Common Collateral or such DIP Financing except as set forth in permitted by Section 5.4 5.04 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on and any Common Collateral Adequate Protection Liens provided in respect thereof, (i) to such DIP Financing on with the same terms and conditions as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection protection, including, without limitation, Adequate Protection Liens, provided to the First Priority Secured Parties and (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Representative (or the other First Priority Secured Parties) and, if not the First Priority Secured Parties, the Person providing such DIP Financing, as applicable, and (d) agrees that any notice received two calendar days prior of such events found to be adequate by the entry of an order approving such usage of cash collateral or approving such financing bankruptcy court shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligationsnotice.

Financing Matters. If any Loan Credit Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment DateProceeding, and if the First Priority Representative or the other First Priority Secured Parties desire Agent desires to consent (or not object) to the sale, use or lease of cash or other collateral under the Bankruptcy Code or to provide financing to any Loan Credit Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Credit Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative each Subordinated Party agrees, on behalf so long as the sum of itself the DIP Financing and the other Second Priority Secured Partiesoutstanding Senior Debt shall not exceed any of the applicable Senior Debt Limit, that each Second Priority Secured Subordinated Party (aA) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the sale, use or lease of such cash or other collateral or to such DIP Financing, (bB) will not request or accept any form of adequate protection or any other relief in connection with the sale, use or lease of such cash or other collateral or such DIP Financing except as set forth in Section 5.4 clause (iv) below, (cC) will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Second Priority Liens on any Common Collateral (ix) to such DIP Financing on the same terms and conditions as the First Priority Subordinated Parties’ other Liens are subordinated thereto under this Agreement (and such subordination will not alter in any manner the terms of this Agreement), (iiy) to any adequate protection provided to Agent or any Senior Lender (subject to the First Priority Secured Parties other terms and provisions of this Agreement) and (iiiz) to any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Representative or the other First Priority Secured PartiesAgent, and (dD) agrees that notice received two calendar days five (5) Business Days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) notice. Each Subordinated Party agrees that such Subordinated Party will not, without the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each caseprior written consent of Agent, including proceeds thereof arising after the commencement extend directly or indirectly all or any portion of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to secured by Liens with priority over, or on a parity with pari passu with, the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority ObligationsSenior Debt.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral constituting ABL Priority Collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), then the Second Priority Term Debt Representative agrees, on behalf of itself and the other Second Priority Term Debt Secured Parties, that so long as, in the case of any such ABL DIP Financing, the principal amount of credit (including any revolving credit advances) consisting of ABL DIP Principal Obligations to be made available to Loan Parties under such ABL DIP Financing does not exceed the limitations under the ABL Obligations Cap, each Second Priority Term Debt Secured Party (ai) (x) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Debt Representative’s Lien on the Collateral to secure the Term Debt Obligations or on any other grounds and (by) will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, below and (cii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Debt Liens on any Common ABL Priority Collateral (iA) to any Liens on the ABL Priority Collateral granted to secure such ABL DIP Financing on the same terms as the First Priority ABL Liens securing ABL Obligations other than the ABL DIP Financing (the “Pre-Petition ABL Liens”) are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement, including without limitation the provisions hereof with respect to the senior priority of the Pre-Petition ABL Liens on the ABL Priority Collateral over any Junior Liens of any Term Debt Secured Party on the ABL Priority Collateral) (provided that, in the event any of the proceeds of the ABL DIP Financing are used to refinance the ABL Obligations other than the ABL DIP Financing, the Term Debt Liens on the ABL Priority Collateral will be subordinated to the Liens on the ABL Priority Collateral securing the ABL DIP Financing), (iiB) to any adequate protection provided to the First Priority ABL Secured Parties to secure such ABL DIP Financing and (iiiC) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Term Debt Representative retains its Lien on the Common Collateral to secure the Second Priority Term Debt Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Debt Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing, adequate protection or carve-out is junior and subordinate to the Lien of the Term Debt Representative on the Term Debt Priority Collateral, (By) except in any case where the proceeds of the ABL DIP Financing are used to refinance the ABL Obligations other than the ABL DIP Financing, all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Pre-Petition ABL Liens of the First Priority ABL Representative and the First Priority Creditors on Common Collateral ABL Secured Parties securing the First ABL Obligations other than the ABL DIP Financing on ABL Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations other than the ABL DIP Financing, and such replacement or adequate protection Lien is on any of the Term Debt Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Debt Priority Collateral (the “Term Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Debt Representative on the Term Debt Priority Collateral and (2) the Term Debt Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the Term Debt Obligations. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Debt Priority Collateral and nothing contained herein shall be deemed to be a consent by Term Debt Secured Parties to any adequate protection payments using Term Debt Priority Collateral.

Financing Matters. If (a) Until the ABL Obligations Payment Date has occurred, if any Loan Party becomes subject to any Insolvency Proceeding in the United States at any time prior to the First Priority ABL Obligations Payment Date, and if the First Priority ABL Representative or the other First Priority ABL Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party 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, “ABL DIP Financing”), then the Second Priority Term Loan Representative agrees, on behalf of itself and the other Second Priority Term Loan Secured Parties, that so long as (A) the interest rate, fees, advance rates, lending sublimits and other limits and terms are commercially reasonable under the circumstances, (B) the Term Loan Secured Parties retain a Lien on the Common Collateral (including on the Proceeds thereof arising after the commencement of such Insolvency Proceeding) with the same priority as existed prior to the commencement of the Insolvency Proceeding, (C) the Term Loan Secured Parties receive a replacement Lien on post-petition assets of the Domestic Loan Parties to the same extent granted to the lenders providing the ABL DIP Financing, with the same priority as existed prior to the commencement of the Insolvency Proceeding, (D) such financing or use of cash collateral is subject to the terms of this Agreement and (E) the sum at any given time of (1) the maximum aggregate amount of indebtedness that may be outstanding under such ABL DIP Financing (including any such portion thereof that constitutes rollover of any ABL Obligations) plus, without duplication, (2) the aggregate amount of ABL Obligations then outstanding (other than ABL Obligations described in clause (e)of the definition thereof), does not exceed $190,000,000, each Second Priority Term Loan Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing, Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Lien on the Term Loan Collateral to secure the Term Loan Obligations or on any other grounds (b) and will not request or accept any adequate protection or any other relief in connection with the use solely as a result of such cash collateral or such ABL DIP Financing except as set forth in Section 5.4 below, Financing) and (cb) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Term Loan Liens on any Common ABL Priority Collateral (i) to such ABL DIP Financing on the same terms as the First Priority ABL Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority ABL Secured Parties and (iii) to any “carve-out” agreed to by the First Priority ABL Representative or the other First Priority ABL Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (Ax) the Second Priority Term Loan Representative retains its Lien on the Common Term Loan Collateral to secure the Second Priority Term Loan Obligations (in each case, including proceeds Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (By) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the First Priority ABL Representative and the First ABL Lenders securing the ABL Obligations on ABL Priority Creditors Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Term Loan Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Post-Petition Assets of the debtor to secure the Term Loan Obligations; provided that, the foregoing shall not prevent the Term Loan Representative or the Term Loan Secured Parties from (A) objecting to (i) any ABL DIP Financing that permits the ABL Secured Parties (or any of them) to be granted adequate protection in the form of additional collateral (other than additional collateral that constitutes Excluded Collateral) without the Term Loan Representative, on behalf of itself or any of the Term Loan Secured Parties, being granted adequate protection in the form of a Lien on such additional collateral that is senior (in the case of Term Loan Priority Collateral) or subordinate (in the case of ABL Priority Collateral) to the Liens securing the ABL Obligations and such ABL DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Term Loan Obligations are so senior or subordinate to the ABL Obligations under this Agreement, (ii) any provision of any ABL DIP Financing that (x) purports to govern or control or relates to or requires or describes any of the provisions or content of a plan of reorganization or any sub xxxx plan (other than any provision requiring that the ABL DIP Financing be paid in full in cash) or (y) prohibits or impedes the proposing of any Term Loan DIP Financing in accordance with Section 5.2(b) below, (iii) any ancillary agreements or arrangements regarding the cash collateral use or ABL DIP Financing that are materially and disproportionately prejudicial to their interests as compared to the ABL Secured Parties, (iv) the ABL DIP Financing to the extent that it compels Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the ABL DIP Financing documentation or a related document or (v) the ABL DIP Financing documentation or cash collateral order to the extent that it expressly requires the liquidation of the Common Collateral securing prior to a default under the First ABL DIP Financing documentation or cash collateral order or (B) proposing any other “DIP financing” to the applicable bankruptcy court, including a “DIP financing” that competes with any ABL DIP Financing proposed or supported by the ABL Secured Parties. In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority ObligationsCollateral and nothing contained herein shall be deemed to be a consent by Term Loan Secured Parties to any adequate protection payments using Term Loan Priority Collateral.