Common use of Financing Matters Clause in Contracts

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent or one or more of the other Senior First Priority Secured Parties desire to consent (and not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing to any Loan Party, then the Subordinated Holder Representative and the Subordinated Holders agree that they (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 6.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second 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 Senior First Priority Secured Parties, and (iii) to any “carve-out” agreed to by the Senior Agent or the other Senior 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 DIP Financing shall be adequate notice.

Financing Matters. If any Loan Party Grantor becomes subject to any Insolvency Proceeding, and if the Senior Agent First Priority Representative or one or more of the other Senior First Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyGrantor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Grantor by any third party (any such financing, “DIP Financing”), then the Subordinated Holder Second Priority Representative agrees, on behalf of itself and the Subordinated Holders agree other Second Priority Secured Parties, that they 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 6.4 below, paragraph 5.4 below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second 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 Senior First Priority Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent First Priority Representative or the other Senior 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 DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent Creditor Representative or one or more of the other Senior First Priority Secured Parties Creditors desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty 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 Subordinated Holder Creditor Representative agrees, on behalf of itself and the other Subordinated Holders agree Creditors, that they each Subordinated Creditor (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 6.4 below, paragraph 4.4 below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Subordinated Liens (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 Senior First Priority Secured Parties, Creditors and (iii) to any “carve-out” agreed to by the Senior Agent Creditor Representative or the other Senior First Priority Secured PartiesCreditors, 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 DIP Financing financing shall be adequate notice.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent or one or more of the other Senior First Priority Secured Parties desire to Creditors consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty under the Bankruptcy Code or 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 Subordinated Holder Representative and the Subordinated Holders agree Creditor agrees that they it (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 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 6.4 paragraph 7.4 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Subordinated Liens (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 Senior First Priority Secured Parties, Creditors and (iiiz) to any “carve-out” agreed to by the Senior Agent or the other Senior First Priority Secured PartiesCreditors, and (div) agrees that notice received two one (1) calendar days day prior to the entry of an order approving such usage of cash collateral or approving on an interim basis such DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Party the Company becomes subject to any Insolvency Proceeding, and if the Senior Agent First Priority Creditor or one or more of the other Senior First Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to the Company under the Bankruptcy Code or to consent (or not object) to the provision of such financing to the Company by any third party (any such financing, “DIP Financing to any Loan PartyFinancing”), then the Subordinated Holder Second Priority Representative agrees, on behalf of itself and the Subordinated Holders agree other Second Priority Secured Parties, that they 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 6.4 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 Senior First Priority Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent First Priority Creditor or the other Senior 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 DIP Financing financing shall be adequate notice.

Financing Matters. If Until the Discharge of Priority Payment Lien Obligations, if any Loan Party of the Pulitzer Entities becomes subject to any an Insolvency Proceeding, and if the Senior Revolving Collateral Agent or one or more of the other Senior First Priority Secured Parties shall desire to consent permit (and or not objectobject to) to the use of cash collateral or to permit (or not object to) any of the Pulitzer Entities to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or to provide any similar provision of any Bankruptcy Law (“DIP Financing to any Loan PartyFinancing”), then the Subordinated Holder Representative and the Subordinated Holders agree that they Pari Passu Secured 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 to the extent permitted by Section 5.03), and, to the extent the Liens securing the Priority Payment Lien Obligations are subordinated or pari passu with such DIP Financing, or any “carve out”, the Pari Passu 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 in Section 6.4 belowthey are subject to the Liens securing the Priority Payment Lien Obligations, (c) will subordinate (raise no objection to, and will be deemed hereunder to have subordinated) the Second Priority Liens not otherwise contest any (i) to such DIP Financing on motion for relief from the same terms as the First automatic stay or from any injunction against foreclosure or enforcement in respect of any 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 Senior First Priority Secured Parties, and (iii) to any “carve-out” agreed to Payment Lien Obligations or Pari Passu Lien Obligations made by the Senior Agent or the other Senior 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 DIP Financing shall be adequate noticeRevolving Collateral Agent.

Financing Matters. If any Loan Credit Party becomes subject to any Insolvency Proceeding, and if the Senior First Priority Agent or one or more of the other Senior First Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyCredit Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Credit Party by any third party (any such financing, “DIP Financing”), then the Subordinated Holder Representative and Second Priority Secured Party agrees that the Subordinated Holders agree that they 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 6.4 below, paragraph 5.4 below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second 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 Senior First Priority Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior First Priority Agent or the other Senior 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 DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent or one or more of the other Senior First Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty 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 Subordinated Holder Representative and the Lender agrees that such Subordinated Holders agree that they Lender (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 6.4 8.3 below, (c) will subordinate (and will be deemed hereunder to have subordinated) any lien under the Second Priority Liens Subordinated Debt Documents (i) to such DIP Financing on the same terms as the First Priority Liens liens under the Senior Debt Documents are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to Agent and the Senior First Priority Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent or the other Senior 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 DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent or one or more of the other Senior First Priority Secured Parties desire Representative desires to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any of the First Priority Secured Parties or a third party (any such financing, “DIP Financing”), then the Subordinated Holder Second Priority Representative agrees, on behalf of itself and the Subordinated Holders agree other Second Priority Secured Parties, that they 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 6.4 below, paragraph 5.4 below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens to (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 Senior First Priority Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent First Priority Representative or the other Senior 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 DIP Financing shall be adequate notice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent Second Priority Representative or one or more any of the other Senior First Second Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty 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 Subordinated Holder each Third Priority Representative agrees, on behalf of itself and the Subordinated Holders agree other Third Priority Secured Parties it represents, that they each 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 6.4 below, paragraph 5.4 below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Third Priority Liens (i) to such DIP Financing on the same terms as the First 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 provided to the Senior First Second Priority Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent Second Priority Representative or the other Senior First Second 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 DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Credit Party becomes subject to any Insolvency Proceeding, and if the Senior Agent or one or more of the other Senior First Priority Secured Parties desire Representative desires to consent (and or not object) to the sale, use or lease of cash or other collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyCredit Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Credit Party by any third party (a “DIP Financing”), then the Subordinated Holder Representative Second Lien Term Loan Agent agrees, on behalf of itself and the Subordinated Holders agree other Second Priority Secured Parties, that they 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 6.4 below5.4 hereof, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority second priority Liens (ix) to such DIP Financing on with the same terms and conditions as the First Priority 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 Senior First Priority Secured Parties, Parties and (iiiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Agent First Priority Representative or by any First Priority Agent, on behalf of itself and the other Senior First Priority Secured PartiesParties represented thereby, 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 DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Party becomes subject to any Insolvency ProceedingProceeding at any time prior to the First Priority Obligations Payment Date, and if the Senior Agent any First Priority Representative or one or more of the other Senior First Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty 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 Subordinated Holder each Second Priority Representative agrees, on behalf of itself and the Subordinated Holders agree other Second Priority Secured Parties represented by it, that they 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 6.4 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second 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 Senior First Priority Secured Parties, and (iii) to any “carve-out” agreed to by the Senior Agent or the other Senior 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 DIP Financing shall be adequate notice.,

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent any Credit Agreement Representative or one or more of the other Senior First Priority Credit Agreement Secured Parties desire desires to consent (and not object) to the use of cash collateral under the Bankruptcy Code (other than cash collateral from the Secured Counterparty Primary Collateral) or to provide DIP Financing financing to any Loan PartyParty under the Bankruptcy Code (“DIP Financing”), then each of the Subordinated Holder Representative and the Subordinated Holders agree Secured Counterparties agrees that they (a) it 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) it 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 6.4 below, and (c) it will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Second Priority Liens Credit Agreement Primary Collateral (i) to the Liens securing such DIP Financing on the same terms as the First Priority Liens its 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 Senior First Priority Credit Agreement Secured Parties, Parties in the Credit Agreement Primary Collateral and (iii) to any “carve-out” agreed to by the Senior Agent or the other Senior 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 DIP Financing shall be adequate noticetherefrom.

Financing Matters. If any Loan Credit Party becomes subject to any Insolvency Proceeding, and if the Senior Agent Representative or one or more of the other Senior First Priority Secured Parties Creditors desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyCredit Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Credit Party by any third party (any such financing, “DIP Financing”), then the Subordinated Holder Representative and the Subordinated Holders agree Subordinate Creditor agrees, that they 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 6.4 below, paragraph 5.5 below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Subordinate Liens (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 Senior First Priority Secured Parties, Creditors and (iii) to any “carve-out” agreed to by the Senior Agent Representative or the other Senior First Priority Secured PartiesCreditors, 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 DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Party the Borrower becomes subject to any Insolvency Proceeding, and if the Senior Agent First Priority Representative or one or more of the other Senior First Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to the Borrower under the Bankruptcy Code or to consent (or not object) to the provision of such financing to the Borrower by any third party (any such financing, “DIP Financing to any Loan PartyFinancing”), then the Subordinated Holder Representative and the Subordinated Holders agree Second Priority Secured Party agrees that they 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 6.4 below, paragraph 5.4 below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second 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 Senior First Priority Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent First Priority Representative or the other Senior 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 DIP Financing financing shall be adequate notice.

Financing Matters. (a) If any Loan Party Grantor becomes subject to any Insolvency Proceeding, and if the Senior Agent Representative consents (or one indicates to the Junior Representative in writing or more of the other Senior First Priority Secured Parties desire to consent (and publically that it does not object): (i) to the use of its Senior Priority Collateral (including its Senior Priority Collateral that is cash collateral under the Bankruptcy Code or to provide DIP Financing to collateral) by any Loan Party, then the Subordinated Holder Representative and the Subordinated Holders agree that they (a) will be deemed to have consented to, will raise no objection to, nor support Grantor during 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 6.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second 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), Insolvency Proceeding; (ii) to any adequate protection provided to Grantor obtaining financing from the Senior First Secured Parties under sections 363 or 364 of the Bankruptcy Code (“DIP Financing”) secured by their respective Senior Priority Secured Parties, and Collateral (but not the Senior Priority Collateral of any other Senior Representative); or (iii) to any “carve-out” agreed to the provision of DIP Financing secured by its Senior Priority Collateral (but not the Senior Agent Priority Collateral of the Senior Representative) to any Grantor by any third party (any such DIP Financing contemplated by (ii) or (iii), the “Senior DIP Financing”), then, so long as any Liens on such Senior Priority Collateral securing the DIP Financing are senior to or pari passu with the Liens on such Senior Priority Collateral securing the Senior Obligations (or such DIP Financing refinances such Senior Obligations), the Junior Representative agrees, on behalf of itself and the other Senior First Priority Junior Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving each such usage of cash collateral or approving such DIP Financing shall be adequate notice.Junior Secured Party:

Financing Matters. If any Loan Party Grantor becomes subject to any Insolvency Proceeding, and if the Senior Agent First Priority Representative or one or more of the other Senior First Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyGrantor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Grantor by any third party (any such financing, “DIP Financing”), then the Subordinated Holder Second Priority Representative agrees, on behalf of itself and the Subordinated Holders agree other Second Priority Secured Parties, that they 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 6.4 below, paragraph 5.4 below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second 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 Senior First Priority Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent First Priority Representative or the other Senior 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 DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent First Priority Representative or one or more of the other Senior First Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty 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 Subordinated Holder Second Priority Representative agrees, on behalf of itself and the Subordinated Holders agree other Second Priority Secured Parties, that they 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 6.4 below, paragraph 5.4 below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens to (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 Senior First Priority Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent First Priority Representative or the other Senior 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 DIP Financing financing shall be adequate notice.

Financing Matters. (a) If any Loan Party of the Credit Parties becomes subject to any Insolvency Proceeding, and if the Senior Agent First Lien Controlling Collateral Parties or one or more of the other Senior First Priority Lien Secured Parties desire to consent (and not object) to the use of cash collateral under the Bankruptcy Code or to provide financing, or to consent to the provision by any other Person of financing, to the Credit Parties under the Bankruptcy Code ("DIP Financing to any Loan PartyFINANCING"), then the Subordinated Holder Representative Second Lien Representatives and the Subordinated Holders agree Third Lien Representatives agree, on behalf of themselves and, respectively, the other Second Lien Secured Parties and the other Third Lien Secured Parties, that they each Second Lien Secured Party or Third Lien Secured Party, as applicable, (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 6.4 5.04 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority second-priority Liens and third-priority Liens (ix) 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 (iiy) to any adequate protection provided to the Senior First Priority Lien Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent or the other Senior First Priority Secured Parties, and (div) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent or one or more of the other Senior First Priority Lien Secured Parties desire desires to consent (and not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty under the Bankruptcy Code (“DIP Financing”), then the Subordinated Holder Representative and the Subordinated Holders agree that they each Second Lien 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 6.4 below6.04, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens (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), ) and (iiy) to any adequate protection provided to the Senior First Priority Lien Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent or the other Senior 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 DIP Financing financing shall be adequate notice; provided that the aggregate principal amount of such DIP Financing under the foregoing clauses (i), (ii) or (iii) shall not exceed the aggregate principal amount of First Lien Obligations permitted to be incurred under the 2012 Indenture (less the aggregate principal amount of all First Lien Obligations outstanding at such time).

Financing Matters. If any Loan Party becomes subject to any Insolvency ProceedingProceeding at any time prior to the First Priority Obligations Payment Date, and if the Senior Agent First Priority Representative or one or more of the other Senior First Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty 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 Subordinated Holder Second Priority Representative agrees, on behalf of itself and the Subordinated Holders agree other Second Priority Secured Parties, that they 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 6.4 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second 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 Senior First Priority Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent First Priority Representative or the other Senior 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 DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent First Priority Representative or one or more of the other Senior First Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty 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 Subordinated Holder Second Priority Representative agrees, on behalf of itself and the Subordinated Holders agree other Second Priority Secured Parties, that they 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 6.4 below, paragraph 5.4 below and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second 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 Senior First Priority Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent First Priority Representative or the other Senior 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 DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior First Lien Agent or one or more of the other Senior First Priority Secured Parties Lien Creditors desire to consent (and or not object) to the sale, use or lease of cash or other collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (“DIP Financing”), then the Subordinated Holder Representative Second Lien Trustee agrees, on behalf of itself and the Subordinated Holders agree other Second Lien Creditors, that they each Second Lien Creditor (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 6.4 paragraph 5.4 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Subordinate Liens (ix) to such DIP Financing on with the same terms and conditions 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 Senior First Priority Secured Parties, Lien Creditors and (iiiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior First Lien Agent or the other Senior First Priority Secured PartiesLien Creditors, 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 DIP Financing financing shall be adequate notice.

Financing Matters. (a) If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent First Lien Representative or one or more of the other Senior First Priority Lien Secured Parties desire to consent (and not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty under the Bankruptcy Code (“DIP Financing”), then the Subordinated Holder Second Lien Representative agrees, on behalf of itself and the other Second Lien Secured Parties, that the Second Lien Representative and the Subordinated Holders agree that they each Second Lien 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 FinancingFinancing subject to Section 5.02(b) below, (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 6.4 Sections 5.02(b) and 5.04 below, (ciii) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority second- priority Liens (iA) 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 (iiB) to any adequate protection provided to the Senior First Priority Lien Secured Parties, Parties and (iii) to any “carve-out” agreed to by the Senior Agent or the other Senior First Priority Secured Parties, and (div) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing financing shall be adequate notice.

Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent First Priority Representative or one or more of the other Senior First Priority Secured Parties desire to consent (and or not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing financing to any Loan PartyParty 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, including on a priming basis, "DIP FINANCING"), then the Subordinated Holder Second Priority Representative agrees, on behalf of itself and the Subordinated Holders agree other Second Priority Secured Parties, that they 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 6.4 paragraph 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second 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 Senior First Priority Secured Parties, Parties and (iii) to any “"carve-out” " agreed to by the Senior Agent First Priority Representative or the other Senior 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 DIP Financing financing shall be adequate notice.