Common use of Finance and Sale Issues Clause in Contracts

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent shall agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Priority Obligations has occurred, if any of the First Priority Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral First Priority Agent shall agree consent in writing to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, which constitute Collateral and on which the First Priority Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the First Priority Borrower or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders First Priority Creditors or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), ) then the Notes Collateral Second Priority Agent, on behalf of itself and the Notes ClaimholdersSecond Priority Creditors, agrees that if the conditions set forth in the immediately succeeding sentence are satisfied (x) it will raise no objection to or contest such Cash Collateral use or DIP Financing so long and (y) it will not request adequate protection or any other relief in connection therewith (except as such Cash Collateral use expressly agreed by the First Priority Agent or DIP Financing meet to the following requirementsextent permitted by Section 6.3). The conditions applicable to the agreement in the preceding sentence are as follows: (ia) the sum of the aggregate principal amount and the total commitments of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed $100,000,000, (b) the sum of interest rate, fees, advance rates, lending limits and sublimits are on market terms that are commercially reasonable under the Revolving Credit Cap Amount circumstances, and (c) the Liens securing such DIP Financing Cap Amount, (ii) are pari passu with or superior in priority to the Notes Liens on the Collateral Agent securing the then outstanding First Priority Obligations and are pari passu to the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation Liens of the Collateral prior to a default under Agent, the DIP Financing documentation or Cash Collateral order, First Priority Creditors and (iv) any Lien the Second Priority Creditors on the Notes Pari Passu Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect theretoAccounts. To the extent the Liens securing the Revolving Credit First Priority Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Collateral Second Priority Agent will subordinate shall be deemed to have subordinated its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) ), and to any “Carve Out” from the Liens securing the Second Priority Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First Priority Obligations as if such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will had not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3)occurred.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if any Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Directing First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy CodeCode or any similar Debtor Relief Law) other than the identifiable cash proceeds of any Notes Collateral, on which the First Lien Collateral Agents or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor Obligor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person Person, under Section 364 of the Bankruptcy Code or any similar Bankruptcy Debtor Relief Law (“DIP Financing”), then the Notes each Second Lien Collateral Agent, on behalf of itself and the Notes its Related Second Lien Claimholders, agrees that it and its Related Second Lien Claimholders will raise no objection to to, or oppose or contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the Directing First Lien Collateral Agent) and it and its Related Second Lien Claimholders will be deemed to have consented to such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfectedincluding such proposed orders), (iii) the terms of the DIP Financing (A) do not compel the applicable Grantor and 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 and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes each Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations obligations relating theretothereto and any customary “carve-out” agreed to on behalf of the First Lien Claimholders by the Directing First Lien Collateral Agent) and to any “Carve Out” from all adequate protection Liens granted to the First Lien Claimholders on the same basis as the Liens securing such DIP Financing for the benefit of professionals entitled Second Lien Obligations are subordinated to compensation from any Grantor’s estate provided for in connection with such DIP Financing, the Liens securing the First Lien Obligations under this Agreement and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Directing First Lien Collateral Agent or to the extent permitted by Section 6.3); provided that (i) the aggregate principal amount of Indebtedness for borrowed money under the DIP Financing plus the aggregate outstanding principal amount of Indebtedness for borrowed money under the First Lien Financing Documents (which, for the avoidance of doubt, excludes any First Lien Other Obligations) plus the aggregate face amount of any First Lien Letters of Credit (except any portion thereof that is no longer available for drawing as a result of any disbursement thereunder that has been reimbursed) does not exceed the Cap Amount, and (ii) the Second Lien Collateral Agents and the Second Lien Secured Parties retain the right to object to any ancillary agreements or arrangements regarding the use of Cash Collateral or the DIP Financing that require a specific treatment of a claim in respect of the Second Lien Obligations for purposes of a plan of reorganization.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Borrowers or any Grantor other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, collateral on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Borrowers or any Grantor other Loan Party to obtain financing, whether from the Revolving Credit Claimholders First Lien Secured Parties or any other Person entity, under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the Notes Second Lien Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond Lien Secured Parties, agrees that it will raise no objection to or contest such Cash Collateral use of cash collateral or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit First Lien Collateral Agent or to the extent permitted by Section 6.3) and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing or have been refinanced in connection with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) so long as the aggregate principal amount (excluding any principal capitalized or refinanced) outstanding under the DIP Financing, together with the aggregate principal amount of other First Lien Obligations, does not exceed $1,130,000,000. The Second Lien Collateral Agent on behalf of the Second Lien Secured Parties, agrees that it will raise no objection nor oppose a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the First Lien Secured Parties have consented to such sale or disposition of such assets and the Second Lien Collateral Agent and each other Second Lien Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the First Lien Secured Parties and to have released their Liens in such assets, so long as the net proceeds thereof (other than amounts required by the Borrower to operate its business) are applied to permanently repay the First Lien Priority Obligations in accordance with the priorities set forth in Section 4.1 hereof. Notwithstanding anything herein to the contrary, (and without restricting the right of the Second Lien Secured Parties to seek bankruptcy court authority to advance funds to the Loan Parties on a senior secured basis during an Insolvency or Liquidation Proceeding in any other circumstance), the Second Lien Lenders or any combination thereof shall be permitted, without objection by any First Lien Secured Party, to advance funds to the Loan Parties on a senior secured basis during an Insolvency or Liquidation Proceeding, but not to exceed 180 days from the commencement thereof, to the extent such funds are reasonably necessary to preserve the Collateral and the First Lien Lenders are not otherwise prepared to do so.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent First Lien Representative shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Representatives or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Borrower or any other Grantor to obtain financingfinancing (including on a priming basis), whether from the Revolving Credit Claimholders or First Lien Secured Parties or, subject to the proviso at the end of this Section 6.1, any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agentthen, (A) each Second Lien Representative, on behalf of itself and the Notes ClaimholdersSecond Lien Secured Parties represented by it, agrees that it will raise no objection to not object to, or oppose or contest (or join with or support any third party in opposing, objecting or contesting) such Cash Collateral use or DIP Financing so long as Financing, (B) each Second Lien Representative, on behalf of itself and the Second Lien Secured Parties represented by it, will be deemed to have consented to such use of Cash Collateral use or DIP Financing meet and, to the following requirements: extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Representative will be deemed to subordinate its Liens in the Collateral, without any further action on the part of any Person, (i) to the Liens securing such DIP Financing (and all Obligations relating thereto) and (ii) to any “carve out” for fees of the United States Trustee and fees and expenses for professionals employed at the expense of the estate created under Section 541 of the Bankruptcy Code consented to in writing by the Designated First Lien Representative and the Liens securing the Second Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First Lien Obligations as if such DIP Financing had not occurred and (C) each Second Lien Representative, on behalf of itself and the Second Lien Secured Parties represented by it, will not request adequate protection or any other relief in connection therewith (except as expressly agreed by the Designated First Lien Representative or to the extent permitted by Section 6.3); provided that (x) the aggregate principal amount of the DIP Financing plus does not exceed the aggregate outstanding principal amount of: (i) First Lien Obligations outstanding as of Revolving Credit Obligations the date of the commencement of the Bankruptcy Case; plus (ii) the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does First Lien Documents, by an amount in excess of $155,000,000 (the “DIP Cap Amount”), and (y) the terms of such Cash Collateral use and/or DIP Financing: (i) do not exceed dictate the sum terms of any sale or liquidation of the Revolving Credit Cap Amount Collateral, or the terms of any plan of reorganization and (ii) do not specify any milestones related to the filing, confirmation or consummation of a plan of reorganization that have to be achieved by the Grantors. No Second Lien Secured Party may provide DIP Financing Cap Amountto the Borrower or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations; provided, that if no First Lien Secured Party offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before two (2) Business Days prior to the date of the hearing to approve DIP Financing, (x) then a Second Lien Secured Party may seek to provide such DIP Financing secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and First Lien Secured Parties may object thereto and (y) if no Second Lien Secured Party offers to provide DIP Financing, pursuant to the preceding clause (x), on or before the date of the hearing to approve DIP Financing, then any other Person may seek to provide (and, subject to the first sentence of this Section 6.1(a), the Second Lien Secured Parties shall not object to such Person seeking to provide) such DIP Financing secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and First Lien Secured Parties may object thereto. Each Second Lien Representative, for itself and on behalf of the Second Lien Secured Parties represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose or contest (or join with or support any third party objecting, opposing or contesting), a motion to sell, liquidate or otherwise dispose of Collateral (including any post-petition assets subject to adequate protection Liens in favor of the First Lien Representative) free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code (or any similar provision under or order made pursuant to any other applicable law) if the requisite First Lien Secured Parties have consented to such sale, liquidation or other disposition. Each Second Lien Representative, for itself and on behalf of the Second Lien Secured Parties represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the Notes sale, liquidation or disposition of such assets, in which event the Second Lien Secured Parties will be deemed to have consented to the sale or disposition of Collateral Agent pursuant to Section 363(f) of the Bankruptcy Code; provided, that such motion does not impair the rights of the Second Lien Secured Parties under Section 363(k) of the Bankruptcy Code; and provided further, that the DIP Cap Amount shall be reduced by an amount equal to the net cash proceeds of such sale or other disposition which are used to pay the principal or face amount of the First Lien Obligations. Notwithstanding the foregoing or any other provision of this Agreement, the foregoing shall not prevent each Second Lien Representative, on behalf of itself and the Notes Claimholders retain the right to object Second Lien Secured Parties from objecting to any ancillary agreements sale, sale process or arrangements regarding disposition (and proposing an alternative sale, sale process or disposition) in any Insolvency or Liquidation Proceeding so long as (x) any such objection (or proposal) is asserted prior the Cash Collateral use commencement of any such sale, sale process or the DIP Financing that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document disposition and (By) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation such objection (or Cash Collateral order, and (ivproposal) any Lien on the Notes Collateral to secure such DIP Financing is subordinate solely relates to the Lien of the Notes Collateral Agent process to be implemented with respect thereto. To to any such sale, sale process or other disposition (as opposed to the extent the Liens securing the Revolving Credit Obligations are subordinated to outcome or pari passu with result of any such DIP Financing which meets the requirements of clauses sale, sale process or other disposition) not being commercially reasonable and, for greater certainty, nothing in this paragraph 6.1 shall (i) through (iv) above, prevent the Notes Collateral Agent will subordinate its Liens payment in full in cash of the Revolving Credit Primary Collateral First Lien Obligations at any time prior to the Liens securing completion of any such DIP Financing sale or other disposition or (and all Obligations relating theretoii) and to impede or otherwise affect in any “Carve Out” from manner the Liens securing such DIP Financing for right of the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection Designated First Lien Representative or any other relief in connection therewith (except, as expressly agreed by First Lien Secured Party to “credit bid” pursuant to Section 363(k) of the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3)Bankruptcy Code.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Second Lien Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest (or join with or support any third party in objecting or contesting), and each Second Lien Claimholder shall be deemed to have consented to, such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use or and/or DIP Financing meet which are acceptable to the following requirements: First Lien Collateral Agent) and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except as expressly agreed by the First Lien Collateral Agent or to the extent permitted by Section 6.3); provided that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit First Lien Obligations constituting Indebtedness for borrowed money plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving First Lien Credit Agreement does not exceed the sum of (I) the Revolving Credit First Lien Cap Amount and the DIP Financing Cap Amount, (II) $50,000,000 and (ii) the Notes Second Lien Collateral Agent and the Notes Second Lien Claimholders retain 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 in the Notes interests. The Second Lien Collateral Agent, on behalf of itself and each other Second Lien Claimholder, agrees that it will not provide or seek (or support any other than any Real Estate Assets upon which Person that is not a First Lien has not been perfected), (iiiClaimholder seeking) the terms of the to provide DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Company or any other Grantor so long as the First Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated or any other First Lien Claimholder shall desire to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with provide such DIP Financing; provided, however, in the event that no First Lien Claimholder desires to provide a DIP Financing, the First Lien Collateral Agent, on behalf of itself and will not request adequate protection or any each other relief in connection therewith (exceptFirst Lien Claimholder, as expressly agreed by reserves the US Revolving Credit Collateral Agent or right to object to the extent permitted provision of any DIP Financing by Section 6.3)any Second Lien Claimholder.

Finance and Sale Issues. (a) Until The Notes Agent, on behalf of the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, hereby agrees that, until the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit constituting ABL Priority Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“ABL DIP Financing”) secured by a Lien on ABL Priority Collateral, then any First Lien Claimholder will not be entitled to raise (and will not raise or support any Person in raising), then the Notes Collateral Agentbut instead shall be deemed to have hereby irrevocably and absolutely waived, on behalf of itself any objection to, and the Notes Claimholdersshall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, agrees that it will raise no objection to or contest such Cash Collateral use or ABL DIP Financing (including, except as expressly provided below, that the First Lien Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or ABL DIP Financing meet meets the following requirements: (i) the aggregate principal amount First Lien Agents and the other First Lien Claimholders retain a Lien on the Collateral and, with respect to the Notes Priority Collateral, with the same priority as existed prior to the commencement of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap AmountInsolvency or Liquidation Proceeding, (ii) to the Notes extent that the ABL Agent is granted adequate protection in the form of a Lien, each First Lien Agent is permitted to seek a Lien (without objection from the ABL Agent or any ABL Claimholder) on Collateral Agent and arising after the Notes Claimholders retain commencement of the right Insolvency or Liquidation Proceeding (so long as, with respect to object ABL Priority Collateral, such Lien is junior to any ancillary agreements or arrangements regarding the Cash Collateral use or the Liens securing such ABL DIP Financing that are materially prejudicial to their interests and any other Liens in favor of the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfectedABL Agent), (iii) the terms of the Cash Collateral use or the ABL DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) that any Lien on the Notes Priority Collateral to secure such ABL DIP Financing is subordinate to the Lien of each First Lien Agent securing the Notes Collateral Agent First Lien Obligations with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through thereto and (iv) above, the Notes terms of such ABL DIP Financing or use of Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. Each First Lien Agent shall be required to subordinate and will subordinate its Liens in the Revolving Credit Primary ABL Priority Collateral to the Liens securing such ABL DIP Financing (and all Obligations obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) and to any “Carve Out” from all adequate assurance Liens granted to the Liens securing such DIP Financing for ABL Agent on behalf of the benefit ABL Claimholders and, consistent with the preceding provisions of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingthis Section 6.01, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by provided in clause (ii) above); provided, however, if the US Revolving Credit Collateral Agent or Liens securing the ABL DIP Financing rank junior to the extent permitted by Section 6.3)Liens securing the ABL Obligations, each First Lien Agent shall be required to subordinate its Liens in the ABL Priority Collateral to the Liens securing such ABL DIP Financing.

Finance and Sale Issues. (ai) Until the Discharge of Revolving Credit Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Term Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, collateral constituting TL Priority Collateral on which the Term Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders Term Secured Parties or any other Person entity under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties and the Notes Collateral Agent, on behalf of itself and the Notes ClaimholdersSecured Parties, agrees agree that it they will raise no objection to such use of cash collateral constituting TL Priority Collateral or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet to the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing fact that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to may be granted Liens on the Lien of the Notes TL Priority Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly expressly, agreed by the US Revolving Credit Term Collateral Agent or to the extent permitted by Section 6.32.5(c)) and, to the extent the Liens on the TL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the TL Priority Collateral securing such DIP Financing, the ABL Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the TL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The ABL Collateral Agent, on behalf of the ABL Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will not raise any objection or oppose a sale or other disposition of any TL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the TL Priority Collateral in favor of the ABL Collateral Agent and the Third Priority Lien on the TL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (a) Until If the Discharge of Revolving Credit Obligations has occurred, if Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral First-Lien Agent (acting at the direction of the Required First-Lien Secured Parties) shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) Collateral on which the First-Lien Agent or any other creditor of the Bankruptcy Code) Borrower or any other than the identifiable cash proceeds of any Notes Collateral, on which Grantor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Borrower or any other Grantor to obtain financingfinancing (including on a priming basis), whether from the Revolving Credit Claimholders First-Lien Secured Parties or any other Person third party under Section 362, 363 or 364 of the Bankruptcy Code or any similar other Bankruptcy Law (each, a “DIP Post-Petition Financing”), then the Notes Collateral Second-Lien Agent, on behalf of itself and the Notes ClaimholdersSecond-Lien Secured Parties, and each other Second-Lien Secured Party (by its acceptance of the benefits of the Second-Lien Loan Documents), agrees that it will not oppose or raise no any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral use or DIP Post-Petition Financing (and shall be deemed to have waived any such objections) and will not request or accept adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Agent or to the extent permitted by Section 6.3 hereof) so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) (a) the aggregate principal amount of the DIP Post-Petition Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable such 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 Post-Petition Financing documentation or a related document and or (Bb) do the Post-Petition Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Post-Petition Financing documentation or Cash Collateral order, and (ivii) the Indebtedness under the Post-Petition Financing (other than such Indebtedness constituting First-Lien Obligations) is not secured by any Lien on the Notes Collateral to secure such DIP Financing any asset or property of any Grantor on a basis that is subordinate senior to the Liens securing the Second-Lien Obligations unless such Liens are senior to, or pari passu with the Liens securing the First-Lien Obligations, and (iii) the aggregate principal amount of the Notes Collateral Agent with respect theretoPost-Petition Financing, when added to the sum of (I) the Indebtedness for borrowed money constituting principal outstanding under the First-Lien Credit Agreement (except if part of the Post-Petition Financing and/or if representing interest and/or fees that have been capitalized) plus (II) the aggregate face amount of any letters of credit issued but not reimbursed under the First-Lien Credit Agreement, does not exceed the sum of (1) the Cap Amount then in effect plus (2) $30,000,000. To the extent the Liens securing the Revolving Credit First-Lien Obligations are subordinated to or pari passu with any Liens securing such DIP Financing which meets Post-Petition Financing, the requirements Liens of clauses the Second-Lien Secured Parties on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Post-Petition Financing (and all Obligations relating thereto), (ii) and to any “Carve Outreplacement Liens” from granted to the First-Lien Secured Parties as adequate protection of their interests in the Collateral and (iii) any “carve-out” agreed to by the First-Lien Agent or the Required First-Lien Secured Parties, and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such DIP Post-Petition Financing for the benefit of professionals entitled to compensation from had not occurred. No Second Lien Secured Party shall provide any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any Post-Petition Financing (other relief in connection therewith (except, as expressly agreed than a Post-Petition Financing approved by the US Revolving Credit Collateral Agent Required First-Lien Secured Parties as contemplated above) without the prior written consent of the First-Lien Agent, which consent may be granted or to the extent permitted by Section 6.3)denied in its sole discretion.

Finance and Sale Issues. (ai) Until the Discharge of Revolving Credit ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit ABL Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, collateral constituting ABL Priority Collateral on which the ABL Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“a DIP Financing”), then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes ClaimholdersSecured Parties, agrees agree that it they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet to the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing fact that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to may be granted Liens on the Lien of the Notes ABL Priority Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit ABL Collateral Agent or to the extent permitted by Section 6.33.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (a) Until The Notes Agent, on behalf of the Note Claimholders, hereby agrees that, until the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit constituting ABL Priority Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on ABL Priority Collateral, then any Note Claimholder will not be entitled to raise (and will not raise or support any Person in raising), then the Notes Collateral Agentbut instead shall be deemed to have hereby irrevocably and absolutely waived, on behalf of itself any objection to, and the Notes Claimholdersshall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing (including, except as expressly provided below, that the Note Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or DIP Financing meet meets the following requirements: (i) the aggregate principal amount Notes Agent and the other Note Claimholders retain a Lien on the Collateral and, with respect to the Notes Priority Collateral, with the same priority as existed prior to the commencement of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap AmountInsolvency or Liquidation Proceeding, (ii) to the extent that the ABL Agent is granted adequate protection in the form of a Lien, the Notes Agent is permitted to seek a Lien (without objection from the ABL Agent or any ABL Claimholder) on Collateral Agent and arising after the Notes Claimholders retain commencement of the right Insolvency or Liquidation Proceeding (so long as, with respect to object ABL Priority Collateral, such Lien is junior to any ancillary agreements or arrangements regarding the Cash Collateral use or the Liens securing such DIP Financing that are materially prejudicial to their interests and any other Liens in favor of the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfectedABL Agent), (iii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all Cash Collateral use or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) that any Lien on the Notes Priority Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent securing the Note Obligations with respect thereto. To thereto and (iv) the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with terms of such DIP Financing which meets the requirements or use of clauses (i) through (iv) above, the Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. The Notes Collateral Agent shall be required to subordinate and will subordinate its Liens in the Revolving Credit Primary ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations obligations relating thereto) and to , including any “Carve Outcarve-out” from the Liens securing such DIP Financing for the benefit granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals entitled to compensation from retained by any Grantor’s estate provided for in connection debtor or creditors’ committee) and, consistent with such DIP Financingthe preceding provisions of this Section 6.1, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by provided in clause (ii) above); provided, however, if the US Revolving Credit Liens securing the DIP Financing rank junior to the Liens securing the ABL Obligations, the Notes Agent shall be required to subordinate its Liens in the ABL Priority Collateral Agent or to the Liens securing such DIP Financing. The Notes Agent, on behalf of itself and the Note Claimholders, agrees that no such Person shall provide to such Grantor any DIP Financing to the extent permitted by Section 6.3)that the Notes Agent or any Note Claimholder would, in connection with such financing, be granted a Lien on the ABL Priority Collateral senior to or pari passu with the Liens of the ABL Agent. The ABL Agent, on behalf of itself and the ABL Claimholders, agrees that no such Persons shall provide to such Grantor any DIP Financing to the extent that the ABL Agent or any ABL Claimholder would, in connection with such financing, be granted a Lien on the Notes Priority Collateral senior to or pari passu with the Liens of the Notes Agent.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Term Loan Obligations has occurred, if any Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Directing Term Loan Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy CodeCode or any similar Debtor Relief Law) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit constituting Term Loan Priority Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor Obligor to obtain financing, whether from the Revolving Credit Term Loan Claimholders or any other Person Person, under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law Debtor Relief Law, that is (i) secured by Liens that are senior or pari passu with the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations and (ii) secured by Liens that are junior to the Liens on the ABL Priority Collateral securing the ABL Obligations or not secured by the ABL Priority Collateral (each a “Term Loan DIP Financing”), then the Notes ABL Credit Agreement Collateral Agent, on behalf of itself and the Notes its Related Claimholders, agrees that it and its Related Claimholders will raise no objection to to, or oppose or contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or Term Loan DIP Financing so long as (including any proposed orders for such Cash Collateral use and/or Term Loan DIP Financing which are acceptable to the Directing Term Loan Collateral Agent) and it and its Related Claimholders will be deemed to have consented to such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the Term Loan DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral orderincluding such proposed orders), and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens on the Term Loan Priority Collateral securing the Revolving Credit Term Loan Obligations are subordinated to or pari passu with such Term Loan DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes ABL Credit Agreement Collateral Agent will subordinate its Liens in on the Revolving Credit Primary Term Loan Priority Collateral to the Liens securing such Term Loan DIP Financing (and all Obligations obligations relating theretothereto and any customary “carve-out” agreed to on behalf of the Term Loan Claimholders by the Directing Term Loan Collateral Agent) and to any “Carve Out” from all adequate protection Liens granted to the Term Loan Claimholders on property of the type constituting Term Loan Priority Collateral on the same basis as the Liens securing such DIP Financing for the benefit of professionals entitled ABL Obligations are subordinated to compensation from any Grantor’s estate provided for in connection with such DIP Financing, the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations under this Agreement and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Directing Term Loan Collateral Agent or to the extent permitted by Section 6.3); provided that (i) the aggregate principal amount of Indebtedness for borrowed money under such DIP Financing plus the aggregate outstanding principal amount of Indebtedness for borrowed money under the Term Loan Financing Documents (which, for the avoidance of doubt, excludes any Term Loan Other Obligations) plus the aggregate face amount of any First Lien Letters of Credit (except any portion thereof that is no longer available for drawing as a result of any disbursement thereunder that has been reimbursed) does not exceed the Term Loan Cap Amount, (ii) the ABL Credit Agreement Collateral Agent and the other ABL Claimholders retain a Lien on the Collateral to secure the ABL Obligations, and, with respect to the ABL Priority Collateral only, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (iii) the foregoing provisions of this Section 6.1(a) shall not prevent the ABL Credit Agreement Collateral Agent and the ABL Claimholders from objecting to any provision in any Term Loan DIP Financing (or such use of Cash Collateral, as applicable) (x) relating to any provision or content of a plan of reorganization or liquidation that is inconsistent with this Agreement or (y) requiring any Obligor to seek any approval for any plan of reorganization or liquidation that is inconsistent with the terms of this Agreement.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), ) then the Notes Second Lien Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as (i) such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued is on commercially reasonable terms and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (Aa) do does not compel the applicable Grantor 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 DIP Financing documentation or a related document and or (Bb) do the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order; provided, however, that the Second Lien Collateral Agent and (iv) the Second Lien Claimholders shall retain the right to object to any Lien on ancillary agreements or arrangements entered into in connection with the Notes Cash Collateral to secure such use or the DIP Financing is subordinate that are materially prejudicial to their interests and would cause the Lien terms of the Notes Cash Collateral Agent use or the DIP Financing, when taken together with respect theretosuch ancillary agreements or arrangements, to contravene the provisions of this Agreement. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through and (ivii) above, the Notes Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit First Lien Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until If the Discharge of Revolving Credit Obligations has occurred, if Borrower or any Grantor other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent (acting at the direction of the Required Lenders) shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents (other than Deposit L/C Collateral) or to permit the Borrower or any Grantor other Loan Party to obtain financing, whether from the Revolving Credit Claimholders Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agent, Administrative Agent (on behalf of itself and the Notes ClaimholdersLender Parties), each Secured Commodity Hedge Counterparty, and each other Secured Party agrees that it such Secured Party (a) will be deemed to have consented to, will raise no objection to or contest to, nor support any other Person objecting to, the use of such Cash Collateral use or such DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) each Secured Party retains the aggregate principal amount right to object to such use of Cash Collateral or to the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount granting of any letters priming liens over any Collateral if the terms thereof, including the terms of credit issued and adequate protection (if any) granted to the Secured Parties in connection therewith, do not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amountprovide for materially equal treatment to all Secured Parties, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do does not expressly require the liquidation of the any Collateral prior to a default under the DIP Financing documentation or and (iii) if any Cash Collateral orderorder contemplates the liquidation of Collateral, and (iv) any Lien on such order provides that the Notes Collateral to secure such DIP Financing is subordinate Liens of the Secured Parties will attach to the Lien proceeds of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses liquidation equally and ratably, (ib) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request or accept adequate protection or any other relief in connection therewith with the use of such Cash Collateral or such DIP Financing, and (except, as expressly agreed by the US Revolving Credit Collateral Agent or c) agrees that notice received two calendar days prior to the extent permitted by Section 6.3)entry of an order approving such usage of Cash Collateral or approving such DIP Financing shall be adequate notice.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Super Priority Obligations has occurred, if the U.S. Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Super Priority Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the Super Priority Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the U.S. Borrower or any other Grantor to obtain financing, whether from the Revolving Credit Super Priority Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), ) then each of the Notes Collateral Agent, on behalf of itself and the Notes Indenture Claimholders, and the Second Priority Agent, on behalf of itself and the Second Lien Claimholders, agrees that (x) it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as (i) such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amountis on commercially reasonable terms, (ii) the Notes Collateral Agent and the Notes Indenture Claimholders and the Second Priority Agent and the Second Lien Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), and (iii) the terms of (a) the DIP Financing (A) do does not compel the applicable U.S. Borrower or any other 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 documentation or a related document and or (Bb) do the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, order and (ivy) it will not request adequate protection or any Lien on other relief in connection therewith (except, as expressly agreed by the Notes Collateral to secure such DIP Financing is subordinate Super Priority Agent or to the Lien of the Notes Collateral Agent with respect theretoextent permitted by Section 6.3). To the extent the Liens securing the Revolving Credit Super Priority Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iviii) above, each of the Notes Collateral Agent will subordinate and the Second Priority Agent shall be deemed to have subordinated its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent shall shall, acting in accordance with the Revolving Credit Agreement, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents Loan Agreements or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Collateral AgentTrustee, on behalf of itself each Secured Debt Representative and the Notes Claimholders, each Secured Debt Claimholder each agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amountit is on commercially reasonable terms, (ii) the Notes Collateral Agent Trustee, each Secured Debt Representative and the Notes Claimholders each Secured Debt Claimholder retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected)Shared Collateral, and (iii) the terms of the DIP Financing (Aa) do not compel the applicable Grantor 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 DIP Financing documentation or a related document and (Bb) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iviii) above, the Notes Collateral Agent Trustee and each Secured Debt Representative will subordinate its any Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until The Notes Agent, on behalf of the Note Claimholders, hereby agrees that, until the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit constituting ABL Priority Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on ABL Priority Collateral, then any Note Claimholder will not be entitled to raise (and will not raise or support any Person in raising), then the Notes Collateral Agentbut instead shall be deemed to have hereby irrevocably and absolutely waived, on behalf of itself any objection to, and the Notes Claimholdersshall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing (including, except as expressly provided below, that the Note Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or DIP Financing meet meets the following requirements: (i) the aggregate principal amount Notes Agent and the other Note Claimholders retain a Lien on the Collateral and, with respect to the Note Priority Collateral, with the same priority as existed prior to the commencement of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap AmountInsolvency or Liquidation Proceeding, (ii) to the extent that the ABL Agent is granted adequate protection in the form of a Lien, the Notes Agent is permitted to seek a Lien (without objection from ABL Agent or any ABL Claimholder) on Collateral Agent and arising after the Notes Claimholders retain commencement of the right Insolvency or Liquidation Proceeding (so long as, with respect to object ABL Priority Collateral, such Lien is junior to any ancillary agreements or arrangements regarding the Cash Collateral use or the Liens securing such DIP Financing that are materially prejudicial to their interests and any other Liens in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfectedfavor of ABL Agent), (iii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all Cash Collateral use or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) that any Lien on the Notes Note Priority Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent securing the Note Obligations with respect thereto. To thereto and (iv) the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with terms of such DIP Financing which meets the requirements or use of clauses (i) through (iv) above, the Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. The Notes Collateral Agent shall be required to subordinate and will subordinate its Liens in the Revolving Credit Primary ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations obligations relating thereto) and to , including any “Carve Outcarve-out” from the Liens securing such DIP Financing for the benefit granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals entitled to compensation from retained by any Grantor’s estate provided for in connection debtor or creditors’ committee) and, consistent with such DIP Financingthe preceding provisions of this Section 6.1, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by provided in clause (ii) above); provided, however, if the US Revolving Credit Liens securing the DIP Financing rank junior to the Liens securing the ABL Obligations, the Notes Agent shall be required to subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing. The Notes Agent or on behalf of itself and the Note Claimholders, agrees that no such Person shall provide to such Grantor any DIP Financing to the extent permitted by Section 6.3)that the Notes Agent or any Note Claimholder would, in connection with such financing, be granted a Lien on the ABL Priority Collateral senior to or pari passu with the Liens of the ABL Agent. The ABL Agent on behalf of itself and the ABL Claimholders, agrees that no such Persons shall provide to such Grantor any DIP Financing to the extent that the ABL Agent or any ABL Claimholder would, in connection with such financing, be granted a Lien on the Note Priority Collateral senior to or pari passu with the Liens of the Notes Agent.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent any First Lien Representative shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which such First Lien Representative, such First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders First Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond Lien Secured Parties represented by it, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as Financing, including any proposed orders for such Cash Collateral use or and/or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object which are acceptable to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial First Lien Representative) and to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes each Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP FinancingSecond Lien Secured Parties represented by it, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Collateral Agent Designated First Lien Representative or to the extent permitted by Section 6.3). No Second Lien Secured Party may provide DIP Financing to the Company or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations; provided that if no First Lien Secured Party offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Secured Party may seek to provide DIP Financing (which DIP Financing shall consist solely of additional financing and shall not include any rollup of the Second Lien Obligations) secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and the First Lien Secured Parties may object thereto. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite First Lien Secured Parties have consented to such sale, liquidation or other disposition. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Second Lien Secured Parties will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the Second Lien Secured Parties under Section 363(k) of the Bankruptcy Code.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Senior Lien Obligations has occurred, if any Grantor the Company shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent any Senior Lien Representative shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a such Senior Lien has been granted to the US Revolving Credit Representative, such Senior Lien Collateral Agent pursuant to the Revolving Credit Documents or any other creditor has a Lien, or to permit any Grantor the Company to obtain financing, whether from the Revolving Credit Senior Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of itself and the Notes Claimholderseach other Junior Lien Claimholder represented by it, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for either or both such Cash Collateral use or and DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object which are acceptable to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial Senior Lien Representative) and to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Senior Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes each Junior Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing each Junior Lien Representative and each Junior Lien Collateral Agent, for the benefit itself and on behalf of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingeach other Junior Lien Claimholder represented by it, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Collateral Agent Designated Senior Lien Representative or to the extent permitted by Section 6.3); provided that the Junior Lien Representatives and the other Junior Lien Claimholders 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. No Junior Lien Claimholder may provide DIP Financing to the Company secured by Xxxxx equal or senior in priority to the Liens securing any Senior Lien Obligations. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite Senior Lien Claimholders have consented to such sale, liquidation or other disposition. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Senior Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Junior Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such order does not materially impair the rights of the Junior Lien Claimholders under Section 363(k) of the Bankruptcy Code. Notwithstanding any other provision hereof to the contrary, each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, agrees that (A) without the consent of the Senior Lien Claimholders, none of such Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or any agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of the Company or their respective assets that allocates or ascribes any value whatsoever to any of the Restricted Assets and (B) without the consent of the Senior Lien Claimholders, none of such Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or any agent or trustee on behalf of any of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise, challenge, dispute or object, whether directly or indirectly, to any valuation of the Company or its assets, or otherwise take any position with respect to such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Restricted Assets.

Finance and Sale Issues. (ai) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Directing First Lien Security Agent shall agree desire to permit the use of “Cash Collateral” cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit constituting Collateral Agent pursuant to the Revolving Credit Documents or to permit the Borrower or any other Grantor to obtain a financing, whether from the Revolving Credit Claimholders First Lien Secured Parties or any other Person entity, under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law Debtor Relief Law, that is secured by a Lien that is senior or pari passu with the Liens on the Collateral securing the First Lien Priority Obligations (each, a “First Lien DIP Financing”), then the Notes Collateral each Second Lien Security Agent, on behalf of itself and the Notes Claimholdersother Second Lien Secured Parties, agrees that it will not oppose or raise no any objection to or contest (or join with or support any third party opposing, objecting or contesting) such Cash use of cash collateral constituting Collateral use or to the fact that the providers of such First Lien DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of may be granted Liens on the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Directing First Lien Security Agent or to the extent permitted by Section 6.33.4(c)) and, each Second Lien Security Agent will subordinate its Liens in the Collateral to the Liens securing such First Lien DIP Financing (and all interest and other obligations relating thereto), any “carve-out” from the Collateral for United States Trustee or professional fees agreed to by the First Lien Security Agent, and any adequate protection Liens granted to the First Lien Secured Parties; provided that (A) the aggregate principal amount of the First Lien DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations under the First Lien Documents plus the aggregate face amount of any letters of credit issued and not reimbursed under the First Lien Documents shall not exceed the First Lien Debt Cap and (B) (i) the Second Lien Security Agents and the other Second Lien Secured Parties retain a Lien on the Collateral to secure the Second Lien Priority Obligations, (ii) to the extent that the First Lien Security Agents are granted adequate protection in the form of a Lien on Collateral, the Second Lien Security Agents are permitted to seek a Lien (without objection from the First Lien Security Agent or any First Lien Secured Party) on such Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as such Lien is junior to the Liens securing and providing adequate protection for such First Lien DIP Financing and the First Lien Priority Obligations), (iii) the foregoing provisions of this Section 3.4(a) shall not prevent the Second Lien Security Agents and the Second Lien Secured Parties from objecting to any provision in any First Lien DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws that are inconsistent with this Agreement, (iv) the terms of such First Lien DIP Financing or use of cash collateral do not require any Grantor to seek approval for any plan of reorganization or other plan of similar effect under any Debtor Relief Laws that is inconsistent with the terms of this Agreement, and (v) the foregoing provisions of this Section 3.4(a) shall not prevent the Second Lien Security Agents and the Second Lien Secured Parties from objecting to any provision in any First Lien DIP Financing or use of cash collateral to the extent such First Lien DIP Financing or use of cash collateral would expressly require the sale, liquidation, or disposition of all or any substantial part of the Collateral prior to a default under the First Lien DIP Financing or cash collateral order (other than a sale pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law in compliance with the terms of this Agreement) (it being understood that the foregoing limited right to object is neither a consent nor a veto right for the Second Lien Secured Parties in any manner or situation).

Finance and Sale Issues. (a) Until If the Discharge of Revolving Credit Obligations has occurred, if Borrower or any Grantor other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent (acting at the direction of the Required Secured Parties) shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents (other than Deposit L/C Collateral) or to permit the Borrower or any Grantor other Loan Party to obtain financing, whether from the Revolving Credit Claimholders Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agent, Administrative Agent (on behalf of itself and the Notes ClaimholdersLender Parties), each Secured Commodity Hedge Counterparty, and each other Secured Party agrees that it such Secured Party (a) will be deemed to have consented to, will raise no objection to or contest to, nor support any other Person objecting to, the use of such Cash Collateral use or such DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) each Secured Party retains the aggregate principal amount right to object to such use of Cash Collateral or to the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount granting of any letters priming liens over any Collateral if the terms thereof, including the terms of credit issued and adequate protection (if any) granted to the Secured Parties in connection therewith, do not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amountprovide for materially equal treatment to all Secured Parties, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do does not expressly require the liquidation of the any Collateral prior to a default under the DIP Financing documentation or and (iii) if any Cash Collateral orderorder contemplates the liquidation of Collateral, and (iv) any Lien on such order provides that the Notes Collateral to secure such DIP Financing is subordinate Liens of the Secured Parties will attach to the Lien proceeds of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses liquidation equally and ratably, (ib) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request or accept adequate protection or any other relief in connection therewith with the use of such Cash Collateral or such DIP Financing, and (except, as expressly agreed by the US Revolving Credit Collateral Agent or c) agrees that notice received two calendar days prior to the extent permitted by Section 6.3)entry of an order approving such usage of Cash Collateral or approving such DIP Financing shall be adequate notice.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a such First Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or any other creditor has a Lien, or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Second Lien Collateral AgentAgents, each on behalf of itself and the Notes Claimholderseach other applicable Second Lien Claimholder, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use or and/or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that which are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate acceptable to the First Lien of the Notes Collateral Agent with respect thereto. To Agent) and to the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes each Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit First Lien Collateral Agent or to the extent permitted by Section 6.3); provided that the Second Lien Collateral Agents and the other Second Lien Claimholders 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. No Second Lien Claimholder may provide DIP Financing to the Company or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations; provided, that if no First Lien Claimholder offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Claimholder may seek to provide such DIP Financing secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and First Lien Claimholders may object thereto; provided, further, that such DIP Financing may not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations. The Second Lien Collateral Agents, each on behalf of itself and each other applicable Second Lien Claimholder, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such sale, liquidation or other disposition. The Second Lien Collateral Agents, each on behalf of itself and each other applicable Second Lien Claimholder, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition if the requisite First Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code, so long as such order does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit ABL Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, collateral constituting ABL Priority Collateral on which the ABL Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“a DIP Financing”), then the Notes Term Collateral Agent, on behalf of itself and the Notes ClaimholdersTerm Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet to the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing fact that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to may be granted Liens on the Lien of the Notes ABL Priority Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit ABL Collateral Agent or to the extent permitted by Section 6.33.5(c)(Adequate Protection)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations Exhibit K relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (a) Until If the Discharge of Revolving Borrower or any other Credit Obligations has occurred, if any Grantor Party shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent Trustee (acting at the direction of the Required Lenders) shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the Collateral Trustee or any other First-Lien Secured Party has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Borrower or any Grantor other Credit Party to obtain financing, whether from the Revolving Credit Claimholders First-Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law Debtor Relief Laws (“DIP Financing”), then the Notes Collateral AgentTrustee, on behalf of itself each Eligible Commodity Hedging Counterparty, each Interest Rate Hedge Bank, and the Notes Claimholders, each other First-Lien Secured Party agrees that it (a) will raise no objection to or contest 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 or DIP Financing so long as of such Cash Collateral use or such DIP Financing, (c) to the extent the DIP Financing meet requires that the following requirements: Liens securing the Obligations be subordinated to or pari passu with the Liens securing such DIP Financing, and/or any carve-out (to which the Collateral Trustee consents (acting at the direction of the Required Lenders)) for the professional fees and expenses of the Credit Parties and any official committee of unsecured creditors appointed in any such Insolvency or Liquidation Proceeding will consent to such subordination or pari passu treatment, (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 DIP Financing shall be adequate notice and that notice received 15 calendar days prior to a hearing to approve such DIP Financing or use of Cash Collateral on a final basis shall be adequate; provided that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain each First-Lien Secured Party retains the right to object to any ancillary agreements or ancillary arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests (unless such ancillary agreements or arrangements, including any adequate protection orders, are equally materially prejudicial to all First-Lien Secured Parties, in the Notes Collateral (other than any Real Estate Assets upon which case there shall be no independent right of a First-Lien has not been perfectedSecured Party to object), (iiiii) the terms of the DIP Financing (Ax) do does not compel the applicable Grantor any Credit Party 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 document, and (By) do the DIP Financing document or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, order and (iviii) if any Lien on cash collateral order contemplates the Notes Collateral to secure such DIP Financing is subordinate to the Lien liquidation of the Notes Collateral Agent with respect thereto. To the extent Collateral, such order provides that the Liens securing of the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses Collateral Trustee (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and the First-Lien Secured Parties) will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or attach to the extent permitted by Section 6.3)proceeds of such liquidation equally and ratably.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit constitutes ABL Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether financing from the Revolving Credit Claimholders or any other Person Secured Parties under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Term Collateral Agent, on behalf of itself and the Notes ClaimholdersTerm Secured Parties, agrees that it will raise no objection to such Cash Collateral use or contest DIP Financing, insofar as its rights with respect to the ABL Collateral are affected, so long as (i) such Cash Collateral use or DIP Financing so long as is on commercially reasonable terms and, if required by applicable law, is approved by the Governmental Authority having jurisdiction over such Cash Collateral use Insolvency or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap AmountLiquidation Proceeding, (ii) the Notes Term Collateral Agent and the Notes Claimholders Term Secured Parties retain the right to object to any ancillary agreements or arrangements regarding the such Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), and (iii) the terms of the such DIP Financing (A) do does not compel the applicable Grantor 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 DIP Financing documentation or a related document and (B) do the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Revolving Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iviii) above, the Notes Term Collateral Agent will subordinate its Term Liens in the Revolving Credit Primary ABL Collateral to the Liens securing such DIP Financing (and all Obligations obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith with its rights as a holder of Liens on the ABL Collateral (except, except as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Term Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, collateral constituting TL Priority Collateral on which the Term Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders Term Secured Parties or any other Person entity under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the Notes ABL Collateral Agent, on behalf of itself and the Notes ClaimholdersABL Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting TL Priority Collateral or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet to the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing fact that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to may be granted Liens on the Lien of the Notes TL Priority Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Term Collateral Agent or to the extent permitted by Section 6.32.5(c)(Adequate Protection)) and, to the extent the Liens on the TL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the TL Priority Collateral securing such DIP Financing, the ABL Collateral Agent will subordinate its Liens in the TL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The ABL Collateral Agent, on behalf of the ABL Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any TL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the TL Priority Collateral in favor of the ABL Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent shall agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit Claimholders Company or any other Person Grantor shall become subject to a case under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code (or any similar comparable provision of any Bankruptcy Law Law) or the use of cash collateral under Section 363 of the Bankruptcy Code (“DIP Financing”or any comparable provision of any Bankruptcy Law), then the Notes Collateral AgentTrustee, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection objection, and will waive any claim such Person may now or hereafter have, to or contest any such Cash Collateral use or DIP Financing so long as such Cash or to the Liens on the Collateral use or securing the same (“DIP Financing meet Liens”), or to any use of cash collateral that constitutes Collateral or to any grant of administrative expense priority under Section 364 of the following requirements: Bankruptcy Code, unless (i) the aggregate principal amount First Lien Claimholders or the First Lien Collateral Agent shall oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral or (ii) such DIP Financing Liens are neither senior to, nor rank pari passu with, the Liens securing First Lien Obligations upon any Collateral or property of the estate in such Insolvency or Liquidation Proceeding. To the extent such DIP Financing plus Liens are senior to, or rank pari passu with, the aggregate outstanding principal amount of Revolving Credit Obligations plus Liens securing First Lien Obligations, the aggregate face amount of any letters of credit issued Collateral Trustee will, for itself and not reimbursed under the Revolving Credit Agreement does not exceed the sum on behalf of the Revolving Credit Cap Amount other Second Lien Claimholders, subordinate the Liens on such Collateral to the Liens on such Collateral securing First Lien Obligations and the DIP Financing Cap AmountLiens on the same terms as set forth in this Agreement, (ii) so long as the Notes Collateral Agent and the Notes Second Lien Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially Liens on all of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating extent legally entitled thereto) and to , including proceeds thereof arising after the commencement of any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection Insolvency or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or Liquidation Proceeding to the extent permitted by Section 6.3)legally entitled thereto, with the same priority, relative to the Liens of the First Lien Claimholders. as existed prior to the commencement of the case under the Bankruptcy Code.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Senior Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent any Senior Representative shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit such Senior Representative, such Senior Collateral Agent pursuant to the Revolving Credit Documents or any other creditor has a Lien, or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Senior Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of itself and the Notes Claimholderseach other Third Lien Claimholder represented by it, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any Senior Representative) and to the extent the Liens securing the Senior Obligations are subordinated to or pari passu with such DIP Financing and/or any “carve-out” agreed to by the Senior Representative, each Third Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and/or any “carve-out” agreed to by the Senior Representative and each Third Lien Representative so long as (A) the Third Lien Collateral Agent retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same relative priority with respect to the Liens of the Senior Collateral Agents as existed prior to the commencement of the Insolvency or Liquidation Proceeding but subject to any prior lien securing the DIP Financing permitted hereunder, (B) the Third Lien Collateral Agent receives a replacement Lien on post-petition assets to the same extent granted to the Senior Claimholders or usage of cash collateral, with the same relative priority with respect to the Liens of the Senior Collateral Agents as existed prior to the commencement of the Insolvency or Liquidation Proceeding but subject to any prior lien securing the DIP Financing permitted hereunder, (C) any such cash collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to compel any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 cash collateral order or related documentation or DIP Financing order or related documentation; provided that the inclusion of milestones related to the plan process shall not be deemed to compel the Company to seek a specific plan of reorganization, (D) such cash collateral order or related documentation or a DIP Financing order or related document and (B) do documentation does not expressly require the liquidation of any material portion of the Collateral prior to a default under the DIP Financing such order or related documentation or Cash Collateral order, and (iv) any Lien on sale of any substantial portion of the Notes Collateral to secure any particular person (it being agreed that the inclusion of termination events or milestones with respect to a sale pursuant to 363 of the Bankruptcy Code acceptable to the lenders under such DIP Financing is subordinate shall not be deemed to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with constitute such DIP Financing which meets the requirements of clauses a condition) and (iE) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and are at least pari passu to any “Carve Out” from the Liens securing such DIP Financing the First Lien Obligations; and each Third Lien Collateral Agent, for the benefit itself and on behalf of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingeach other Third Lien Claimholder represented by it, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Collateral Agent Designated Senior Representative or to the extent permitted by Section 6.37.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Borrower or any Grantor other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral First Lien Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, collateral on which the First Lien Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Borrower or any Grantor other Loan Party to obtain financingfinancing (on commercially reasonable terms), whether from the Revolving Credit Claimholders First Lien Secured Parties or any other Person entity, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“each, a "DIP Financing”FINANCING"), then the Notes Collateral Second Lien Agent, on behalf of itself and the Notes ClaimholdersSecond Lien Secured Parties, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing that, so long as the sum of (i) the maximum aggregate principal amount of Indebtedness, including, without limitation, the aggregate face amount of letters of credit, that may be outstanding from time to time under such Cash Collateral use or DIP Financing meet (including any such portion thereof that constitutes rollover of First Lien Loans and/or letters of credit under the following requirements: First Lien Credit Agreement) plus, without duplication, (iii) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus First Lien Loans and the aggregate face amount of any letters of credit issued and but not reimbursed under the Revolving First Lien Credit Agreement does not exceed the sum of the Revolving Credit Cap Maximum First Lien Indebtedness Amount and the DIP Financing Cap Amountis treated as First Lien Obligations hereunder, it will (iia) the Notes Collateral Agent and the Notes Claimholders retain the right raise no objection to object to any ancillary agreements such use of cash collateral or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Collateral First Lien Agent or to the extent permitted by Section 6.36.3 hereof), (b) 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 and (c) to the extent the Liens securing the First Lien Obligations are subordinated or pari passu with such DIP Financing, the Second Lien Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto), (y) any adequate protection provided to the First Lien Agent or the First Lien Secured Parties or (z) any "carve-out" for any professional fees, United States Trustee fees and any other customary amounts agreed by the First Lien Agent or First Lien Secured Parties. The Second Lien Agent on behalf of the Second Lien Secured Parties, agrees that it will raise no objection or oppose a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the First Lien Secured Parties have consented to such sale or disposition of such assets and the Second Lien Agent and each other Second Lien Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the First Lien Secured Parties and to have released their Liens in such assets, in each case so long as the respective interests of the Second Lien Secured Parties attach to the proceeds thereof subject to the relative priorities described in Section 2 hereof.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if U.S. Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the EXHIBIT K-21 Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit U.S. Borrower or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Second Lien Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: is (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amounton commercially reasonable terms, (ii) the Notes Second Lien Collateral Agent and the Notes Second Lien Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), and (iii) the terms of the DIP Financing (Aa) do does not compel the applicable Grantor U.S. 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 and or (Bb) do the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iviii) above, the Notes Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit First Lien Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent any First Lien Representative shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a such First Lien has been granted to the US Revolving Credit Representative, such First Lien Collateral Agent pursuant to the Revolving Credit Documents or any other creditor has a Lien, or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), ) then the Notes each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of itself and the Notes Claimholderseach other Second Lien Claimholder represented by it, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use or and/or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object which are acceptable to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial First Lien Representative) and to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes each Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing each Second Lien Representative and each Second Lien Collateral Agent, for the benefit itself and on behalf of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingeach other Second Lien Claimholder represented by it, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Collateral Agent Designated First Lien Representative or to the extent permitted by Section 6.3); provided that the Second Lien Representatives and the other Second Lien Claimholders 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. No Second Lien Claimholder may provide DIP Financing to the Company or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations; provided, that if no First Lien Claimholder offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Claimholder may seek to provide such DIP Financing secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and First Lien Claimholders may object thereto; provided, further, that such DIP Financing may not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such sale, liquidation or other disposition. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code, so long as such order does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code. Notwithstanding any other provision hereof to the contrary, each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, agrees that (A) without the consent of the First Lien Claimholders, none of such Second Lien Representative or such Second Lien Collateral Agent, the Second Lien Claimholders represented by it or any agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of any of the Grantors or their respective assets that allocates or ascribes any value whatsoever to any of the Restricted Assets and (B) without the consent of the First Lien Claimholders, none of such Second Lien Representative or such Second Lien Collateral Agent, the Second Lien Claimholders represented by it or any agent or trustee on behalf of any of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise challenge, dispute or object, whether directly or indirectly, to any valuation of any of the Grantors or their respective assets, or otherwise take any position with respect to such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Restricted Assets.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if any Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit (or not object to) the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy CodeCode or any similar Debtor Relief Law) other than the identifiable cash proceeds of any Notes Collateral, on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit (or not object to) any Grantor Obligor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person Person, under Section 364 of the Bankruptcy Code or any similar Bankruptcy Debtor Relief Law (“DIP Financing”), then the Notes Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and the Notes its Related Second Lien Claimholders, agrees that it and its Related Second Lien Claimholders will raise no objection to to, or oppose or contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the First Lien Collateral Agent) and it and its Related Second Lien Claimholders will be deemed to have consented to such Cash Collateral use or DIP Financing meet (including such proposed orders), and to the following requirements: extent the Liens securing the First Lien Obligations are subordinated to or secured equally and ratably with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (i) the aggregate principal amount and all obligations relating thereto and any customary “carve-out” for professional and statutory fees agreed to on behalf of the DIP Financing plus First Lien Claimholders by the aggregate outstanding principal amount of Revolving Credit First Lien Collateral Agent) and to all adequate protection Liens granted to the First Lien Claimholders on the same basis as the Liens securing the Second Lien Obligations plus are subordinated to the aggregate face amount of Liens securing the First Lien Obligations under this Agreement and will not request adequate protection or any letters of credit issued and not reimbursed under other relief in connection therewith (except as expressly agreed by the Revolving Credit Agreement does not exceed First Lien Collateral Agent or to the sum of extent permitted by Section 6.3); provided that the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Second Lien Collateral Agent and the Notes Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the use of Cash Collateral use or the DIP Financing that are materially prejudicial to their interests require a specific treatment of a claim in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms respect of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation Second Lien Obligations for purposes of a specific plan of reorganization for which all or substantially all similar dispositive restructuring plan. The Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and its Related Second Lien Claimholders, agrees that none of them shall offer to provide, administer, or syndicate any DIP Financing to any Obligor unless (i) the application of the material terms are set forth proceeds of such DIP Financing would result in the Discharge of First Lien Obligations on the date any funds provided under such DIP Financing documentation or a related document and are first drawn, (Bii) do not expressly require the liquidation provision of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate consented to by the Directing First Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to Representative, or pari passu with such DIP Financing which meets the requirements of clauses (iiii) through (ivA) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the any Liens securing such DIP Financing (and all Obligations relating thereto) and are subordinated to any “Carve Out” from the Liens securing such the First Lien Obligations and (B) no First Lien Claimholder has offered (after being given the initial opportunity with a reasonable period of time to respond) to provide alternative DIP Financing for prior to the benefit of professionals entitled Second Lien Claimholders’ offering to compensation from any Grantor’s estate provided for in connection with provide, administer, or syndicate such a junior DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until The Credit Agreement Agent, on behalf of the Cash Flow Credit Claimholders, the Notes Agent, on behalf of the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, hereby agrees that, until the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit constituting ABL Priority Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“ABL DIP Financing”) secured by a Lien on ABL Priority Collateral, then any First Lien Claimholder will not be entitled to raise (and will not raise or support any Person in raising), then the Notes Collateral Agentbut instead shall be deemed to have hereby irrevocably and absolutely waived, on behalf of itself any objection to, and the Notes Claimholdersshall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, agrees that it will raise no objection to or contest such Cash Collateral use or ABL DIP Financing (including, except as expressly provided below, that the First Lien Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or ABL DIP Financing meet meets the following requirements: (i) the aggregate principal amount First Lien Agents and the other First Lien Claimholders retain a Lien on the Collateral and, with respect to the First Lien Priority Collateral, with the same priority as existed prior to the commencement of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap AmountInsolvency or Liquidation Proceeding, (ii) to the Notes extent that the ABL Agent is granted adequate protection in the form of a Lien, each First Lien Agent is permitted to seek a Lien (without objection from the ABL Agent or any ABL Claimholder) on Collateral Agent and arising after the Notes Claimholders retain commencement of the right Insolvency or Liquidation Proceeding (so long as, with respect to object ABL Priority Collateral, such Lien is junior to any ancillary agreements or arrangements regarding the Cash Collateral use or the Liens securing such ABL DIP Financing that are materially prejudicial to their interests and any other Liens in favor of the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfectedABL Agent), (iii) the terms of the Cash Collateral use or the ABL DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) that any Lien on the Notes First Lien Priority Collateral to secure such ABL DIP Financing is subordinate to the Lien of each First Lien Agent securing the Notes Collateral Agent First Lien Obligations with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through thereto and (iv) above, the Notes terms of such ABL DIP Financing or use of Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. Each First Lien Agent shall be required to subordinate and will subordinate its Liens in the Revolving Credit Primary ABL Priority Collateral to the Liens securing such ABL DIP Financing (and all Obligations obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) and to any “Carve Out” from all adequate assurance Liens granted to the Liens securing such DIP Financing for ABL Agent on behalf of the benefit ABL Claimholders and, consistent with the preceding provisions of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingthis Section 6.1, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by provided in clause (ii) above); provided, however, if the US Revolving Credit Collateral Agent or Liens securing the ABL DIP Financing rank junior to the extent permitted by Section 6.3)Liens securing the ABL Obligations, each First Lien Agent shall be required to subordinate its Liens in the ABL Priority Collateral to the Liens securing such ABL DIP Financing.

Finance and Sale Issues. (a) Until If the Discharge of Revolving Credit Obligations has occurred, if Borrower or any Grantor other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent Trustee (acting at the direction of the Required Lenders) shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the Collateral Trustee or any other Secured Party has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Borrower or any Grantor other Loan Party to obtain financing, whether from the Revolving Credit Claimholders Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law Debtor Relief Laws (“DIP Financing”), then the Notes Collateral AgentTrustee, on behalf of itself each Eligible Commodity Hedging Counterparty, each Interest Rate Hedge Bank, and the Notes Claimholders, each other Secured Party agrees that it (a) will raise no objection to or contest 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 or DIP Financing so long as of such Cash Collateral use or such DIP Financing, (c) to the extent the DIP Financing meet requires that the following requirements: Liens securing the Obligations be subordinated to or pari passu with the Liens securing such DIP Financing, and/or any carve-out (to which the Collateral Trustee consents (acting at the direction of the Required Lenders)) for the professional fees and expenses of the Loan Parties and any official committee of unsecured creditors appointed in any such Insolvency or Liquidation Proceeding will consent to such subordination or pari passu treatment, (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 DIP Financing shall be adequate notice and that notice received 15 calendar days prior to a hearing to approve such DIP Financing or use of Cash Collateral on a final basis shall be adequate; provided that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain each Secured Party retains the right to object to any ancillary agreements or ancillary arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests (unless such ancillary agreements or arrangements, including any adequate protection orders, are equally materially prejudicial to all Secured Parties, in the Notes Collateral (other than any Real Estate Assets upon which case there shall be no independent right of a Lien has not been perfectedSecured Party to object), (iiiii) the terms of the DIP Financing (Ax) do does not compel the applicable Grantor 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 the DIP Financing documentation or a related document document, and (By) do the DIP Financing document or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, order and (iviii) if any Lien on cash collateral order contemplates the Notes Collateral to secure such DIP Financing is subordinate to the Lien liquidation of the Notes Collateral, such order provides that the Liens of the Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and the Secured Parties) will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or attach to the extent permitted by Section 6.3)proceeds of such liquidation equally and ratably.

Finance and Sale Issues. (a) Until If the Discharge of Revolving Credit Obligations has occurred, if Company or any Grantor other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent Trustee (acting at the direction of the Required Secured Parties) shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the Collateral Trustee or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any Grantor other Loan Party to obtain financing, whether from the Revolving Credit Claimholders Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agent, Administrative Agent (on behalf of itself and the Notes ClaimholdersLender Parties), each Secured Commodity Hedging Counterparty, and each other Secured Party agrees that it such Secured Party (a) will be deemed to have consented to, will raise no objection to or contest to, nor support any other Person objecting to, the use of such Cash Collateral use or such DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) each Secured Party retains the aggregate principal amount right to object to such use of Cash Collateral or to the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount granting of any letters priming liens over any Collateral if the terms thereof, including the terms of credit issued and adequate protection (if any) granted to the Secured Parties in connection therewith, do not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amountprovide for materially equal treatment to all Secured Parties, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do does not expressly require the liquidation of the any Collateral prior to a default under the DIP Financing documentation or and (iii) if any Cash Collateral orderorder contemplates the liquidation of Collateral, and (iv) any Lien on such order provides that the Notes Collateral to secure such DIP Financing is subordinate Liens of the Secured Parties will attach to the Lien proceeds of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses liquidation equally and ratably, (ib) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request or accept adequate protection or any other relief in connection therewith with the use of such Cash Collateral or such DIP Financing, and (except, as expressly agreed by the US Revolving Credit Collateral Agent or c) agrees that notice received two calendar days prior to the extent permitted by Section 6.3)entry of an order approving such usage of Cash Collateral or approving such DIP Financing shall be adequate notice.

Finance and Sale Issues. (a) Until Each Subordinated Lien Agent, on behalf of the applicable Subordinated Lien Claimholders, hereby agrees that, until the Discharge of Revolving Credit Prior Lien Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Prior Lien Agent or the Prior Lien Claimholders with respect to any of such Subordinated Lien Claimholders’ Subordinated Lien Collateral Agent shall agree desire to permit the use of “Cash Collateralcash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds representing Proceeds of any Notes Collateral, on which a such Subordinated Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit Prior Lien Claimholders or any other Person Person, under Section 364 of the Bankruptcy Code or any similar other applicable provision of any other Bankruptcy Law (“DIP Financing”) secured at least in part by a Lien on such Subordinated Lien Collateral, then no Subordinated Lien Claimholder will be entitled to raise (and will not raise or support any Person in raising), then the Notes Collateral Agentbut instead shall be deemed to have hereby irrevocably and absolutely waived, on behalf of itself any objection to, and the Notes Claimholdersshall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, agrees that it will raise no objection to or contest such Cash Collateral cash collateral use or DIP Financing (including, except as expressly provided below, any claim that the Subordinated Lien Claimholders are entitled to adequate protection on account of their interests in such Subordinated Lien Collateral as a condition thereto) so long as such Cash Collateral cash collateral use or DIP Financing meet meets the following requirements: (i) each Subordinated Lien Claimholder retains a Lien on its Subordinated Lien Collateral for any DIP Financing with, except as provided in the aggregate principal amount following sentence, the respective priorities provided in Section 2.1, and (x) with respect to the Subordinated Lien Collateral of the ABL Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing plus on any ABL Priority Collateral that is senior to or pari passu with the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum Liens thereon of the Revolving Credit Cap Amount ABL Claimholders, and no such cash collateral to be used constitutes ABL Priority Collateral, unless the ABL Claimholders have consented thereto or (y) with respect to the Subordinated Lien Collateral of the Term Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing Cap Amounton any Term Priority Collateral that is senior to or pari passu with the Liens thereon of the Term Claimholders, and no such cash collateral to be used constitutes Term Priority Collateral, unless the Term Claimholders have consented thereto, (ii) to the Notes Collateral extent that the Prior Lien Agent and the Notes Claimholders retain 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 is granted adequate protection in the Notes Collateral (other than any Real Estate Assets upon which form of a Lien has not been perfectedon Collateral arising after the commencement of the Insolvency or Liquidation Proceeding, the Subordinated Lien Claimholders are permitted to seek a Lien on such additional Collateral with, except as set forth in the following sentence, the relative priority set forth in Section 2.1 (and no Prior Lien Agent or Prior Lien Claimholder shall oppose any motion by any Subordinated Lien Claimholder to receive such a Lien), (iii) the terms of the such DIP Financing (A) or use of cash collateral do not compel the applicable require any Grantor to seek confirmation of propose a specific plan 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 and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral orderReorganization, and (iv) any Lien on the Notes Collateral to secure terms of such DIP Financing is subordinate do not require such Subordinated Claimholders to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated extend any additional credit pursuant to or pari passu with such DIP Financing which meets Financing. If requested by the requirements of clauses (i) through (iv) abovePrior Lien Agent, each Subordinated Lien Agent and the Notes Collateral Agent applicable Subordinated Lien Claimholders shall be required to subordinate and will subordinate its Liens in the Revolving Credit Primary its Subordinated Lien Collateral to the Liens thereon securing any such DIP Financing (and all Obligations obligations relating thereto) and to , including any “Carve Outcarve-out” from therefrom granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee); provided that the Liens on such Subordinated Lien Collateral securing such DIP Financing for rank pari passu with or senior to the benefit Liens thereon securing the Prior Lien Obligations. Each Subordinated Lien Agent on behalf of professionals entitled itself and the applicable Subordinated Lien Claimholders, agrees that no such Person shall provide to compensation from such Grantor any Grantor’s estate provided for DIP Financing (or support any other Person in seeking to provide to any Grantor any such DIP Financing) to the extent that any Subordinated Lien Claimholder would, in connection with such DIP Financing, and will not request adequate protection be granted a Lien on any of its Subordinated Lien Collateral that would rank pari passu with or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or senior to the extent permitted by Section 6.3)Liens thereon securing the Prior Lien Obligations unless the Prior Lien Claimholders shall have consented thereto.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Agreement Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Agreement Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the Credit Agreement Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Agreement Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Pari Tranche Collateral Agent, on behalf of itself and the Notes Pari Tranche Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use or and/or DIP Financing meet which are acceptable to the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount Agent) and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Agreement Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Pari Tranche Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Agreement Collateral Agent or to the extent permitted by Section 6.3); provided that, the Pari Tranche Collateral Agent and the Pari Tranche Claimholders 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. The Pari Tranche Collateral Agent on behalf of the Pari Tranche Claimholders, agrees that it will not seek consultation rights in connection with, and it will raise no objection or oppose a motion (or any related pleadings) to approve bid procedures in connection with a sale of any Collateral, sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the requisite Credit Agreement Claimholders have consented to such bid procedures, sale or disposition of such assets, in which event the Pari Tranche Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the Pari Tranche Claimholders under Section 363(k) of the Bankruptcy Code.

Finance and Sale Issues. (a) Until Each Subordinated Lien Agent, on behalf of the applicable Subordinated Lien Claimholders, hereby agrees that, until the Discharge of Revolving Credit Prior Lien Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Prior Lien Agent or the Prior Lien Claimholders with respect to any of such Subordinated Lien Claimholders’ Subordinated Lien Collateral Agent shall agree desire to permit the use of “Cash Collateralcash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds representing Proceeds of any Notes Collateral, on which a such Subordinated Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit Prior Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on such Subordinated Lien Collateral, then no Subordinated Lien Claimholder will be entitled to raise (and will not raise or support any Person in raising), then the Notes Collateral Agentbut instead shall be deemed to have hereby irrevocably and absolutely waived, on behalf of itself any objection to, and the Notes Claimholdersshall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, agrees that it will raise no objection to or contest such Cash Collateral cash collateral use or DIP Financing (including, except as expressly provided below, any claim that the Subordinated Lien Claimholders are entitled to adequate protection on account of their interests in such Subordinated Lien Collateral as a condition thereto) so long as such Cash Collateral cash collateral use or DIP Financing meet meets the following requirements: (i) each Subordinated Lien Claimholder retains a Lien on its Subordinated Lien Collateral for any DIP Financing with, except as provided in the aggregate principal amount following sentence, the respective priorities provided in Section 2.1, and (x) with respect to Subordinated Lien Collateral of the ABL Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing plus on any ABL Priority Collateral and no such cash collateral to be used constitutes Proceeds of ABL Priority Collateral unless the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum ABL Claimholders have consented thereto or (y) with respect to Subordinated Lien Collateral of the Revolving Credit Cap Amount and the Notes Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing Cap Amounton any Notes Priority Collateral and no such cash collateral to be used constitutes Proceeds of Notes Priority Collateral unless the Notes Claimholders have consented thereto, (ii) to the Notes Collateral extent that the Prior Lien Agent and the Notes Claimholders retain 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 is granted adequate protection in the Notes Collateral (other than any Real Estate Assets upon which form of a Lien has not been perfectedon Collateral arising after the commencement of the Insolvency or Liquidation Proceeding, the Subordinated Lien Claimholders are permitted to seek a Lien on such additional Collateral with, except as set forth in the following sentence, the relative priority set forth in Section 2.1 (and no Prior Lien Agent or Prior Lien Claimholder shall oppose any motion by any Subordinated Lien Claimholder to receive such a Lien), (iii) the terms of the such DIP Financing (A) or use of cash collateral do not compel the applicable require any Grantor to seek confirmation approval for any Plan of Reorganization that is not a specific plan Conforming 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 and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, Reorganization and (iv) any Lien on the Notes Collateral to secure terms of such DIP Financing is subordinate do not require such Subordinated Claimholders to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated extend additional credit pursuant to or pari passu with such DIP Financing which meets Financing. If requested by the requirements of clauses (i) through (iv) abovePrior Lien Agent, the Notes Collateral each Subordinated Lien Agent and Subordinated Lien Claimholders shall be required to subordinate and will subordinate its Liens in the Revolving Credit Primary its Subordinated Lien Collateral to the Liens securing any such DIP Financing (and all Obligations obligations relating thereto) and to , including any “Carve Outcarve-out” from granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee); provided that the Liens on such Subordinated Lien Collateral securing such DIP Financing for rank pari passu with or senior to the benefit Liens securing the Prior Lien Obligations. Each Subordinated Lien Agent on behalf of professionals entitled itself and the applicable Subordinated Lien Claimholders, agrees that no such Person shall provide to compensation from such Grantor any Grantor’s estate provided for DIP Financing (or support any other Person in seeking to provide to any Grantor any such DIP Financing) to the extent that any Subordinated Lien Claimholder would, in connection with such DIP Financingfinancing, and will not request adequate protection or be granted a Lien on any other relief in connection therewith (except, as expressly agreed by of its Subordinated Lien Collateral unless the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3)Prior Lien Claimholders shall have consented thereto.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit ABL Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash constituting ABL Priority Collateral or proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents thereof or to permit any Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), ) then the Notes each Fixed Asset Collateral Agent, on behalf of itself and the Notes ClaimholdersFixed Asset Claimholders represented by it, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Fixed Asset Priority Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Fixed Asset Collateral Agent Agents with respect thereto; provided that the foregoing provisions of this Section 6.1(a) shall not prevent the Fixed Asset Claimholders from objecting to any provision in any DIP Financing or any ancillary agreements relating to any content of a plan of reorganization under any Insolvency or Liquidation Proceeding. To the extent the Liens securing the Revolving Credit ABL Obligations are subordinated to or pari passu with such DIP Financing which meets meeting the requirements of clauses (i) through (iv) aboveset forth in the prior sentence, the Notes each Fixed Asset Collateral Agent will subordinate its Liens in the Revolving Credit Primary ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit ABL Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Agent shall shall, acting in accordance with the ABL Agreement, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than ), which constitutes ABL Collateral securing the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents ABL Obligations or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”)) to the extent such DIP Financing is secured by Liens on ABL Collateral, then the Notes Collateral AgentTrustee, on behalf of itself each Priority Lien Representative and the Notes Claimholders, each Priority Lien Claimholder each agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing Financing, and, except to the extent permitted by Section 3.1(c) and Section 6.3, will not request adequate protection or any other relief in connection therewith, so long as such Cash Collateral use or DIP Financing meet meets the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed it is on commercially reasonable terms under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amountcircumstances, (ii) the Notes Collateral Agent Trustee, each Priority Lien Representative and the Notes Claimholders each Priority Lien Claimholder retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected)Shared Collateral, (iii) the terms of the Cash Collateral use or DIP Financing (A) do not compel the applicable Grantor 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 DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral orderdocument, and (iv) any if the ABL Claimholders retain their Liens on the ABL Collateral securing the ABL Obligations, the Collateral Trustee and each Priority Lien Representative, for the ratable benefit of the Priority Lien Claimholders, shall retain an immediately junior Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect theretoABL Collateral. To the extent the Liens on the ABL Collateral securing the Revolving Credit ABL Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iviii) above, the Notes Collateral Agent Trustee and each Priority Lien Representative will subordinate its any Liens in the Revolving Credit Primary ABL Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral ABL Agent or to the extent permitted by Section 6.3). The foregoing shall not prohibit the Collateral Trustee, any Priority Lien Representative or any Priority Lien Claimholder from objecting to the terms of any DIP Financing to the extent that such DIP Financing is secured by any Shared Collateral.

Finance and Sale Issues. (a) Until Each Subordinated Lien Agent, on behalf of the applicable Subordinated Lien Claimholders, hereby agrees that, until the Discharge of Revolving Credit Prior Lien Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Prior Lien Agent or the Prior Lien Claimholders with respect to any of such Subordinated Lien Claimholders’ Subordinated Lien Collateral Agent shall agree desire to permit the use of “Cash Collateralcash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds representing Proceeds of any Notes Collateral, on which a such Subordinated Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit Prior Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on such Subordinated Lien Collateral, then no Subordinated Lien Claimholder will be entitled to raise (and will not raise or support any Person in raising), then but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such cash collateral use or DIP Financing (including, except as expressly provided below, any claim that the Notes Subordinated Lien Claimholders are entitled to adequate protection on account of their interests in such Subordinated Lien Collateral as a condition thereto) so long as such cash collateral use or DIP Financing meets the following requirements: (i) each Subordinated Lien Claimholder retains a Lien on its Subordinated Lien Collateral securing any DIP Financing with, except as provided in the following sentence, the respective priorities provided in Section 2.1, and no such DIP Financing shall be secured by any Lien on such Subordinated Lien Claimholders’ Prior Lien Collateral that is senior to or pari passu with the Lien thereon of such Subordinated Lien Claimholders, and (x) with respect to Subordinated Lien Collateral of the ABL Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on any ABL Priority Collateral and no such cash collateral to be used constitutes Proceeds of ABL Priority Collateral unless the ABL Claimholders have consented thereto in accordance with the ABL Loan Agreement or (y) with respect to Subordinated Lien Collateral of the Term Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on any Term Priority Collateral and no such cash collateral to be used constitutes Proceeds of Term Priority Collateral unless the Term Claimholders have consented thereto in accordance with the Term Documents, (ii) to the extent that the Prior Lien Agent is granted adequate protection in the form of a Lien on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding, the Subordinated Lien Claimholders are permitted to seek a Lien on such Collateral with, except as set forth in the following sentence, the relative priority set forth in Section 2.1 (and no Prior Lien Agent or Prior Lien Claimholder shall oppose any motion by any Subordinated Lien Claimholder to receive such a Lien), (iii) the terms of such DIP Financing or use of cash collateral do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming Plan of Reorganization and (iv) the terms of such DIP Financing do not require such Subordinated Claimholders to extend additional credit pursuant to such DIP Financing. If requested by the Prior Lien Agent, each Subordinated Lien Agent and Subordinated Lien Claimholders shall be required to subordinate and will subordinate its Liens in its Subordinated Lien Collateral to the Liens thereon securing any such DIP Financing (and all obligations relating thereto, including any reasonable “carve-out” therefrom granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee and bankruptcy court and U.S. trustee fees); provided that the Liens on such Subordinated Lien Collateral securing such DIP Financing rank pari passu with or senior to the Liens securing the Prior Lien Obligations. Each Subordinated Lien Agent, on behalf of itself and the Notes applicable Subordinated Lien Claimholders, agrees that it will raise no objection such Person shall provide to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of Grantor any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable or support any other Person in seeking to provide to 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate Financing) to the extent that any Subordinated Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveClaimholder would, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingfinancing, and will not request adequate protection or be granted a Lien on any other relief in connection therewith (except, as expressly agreed by of its Subordinated Lien Collateral unless the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3)Prior Lien Claimholders shall have consented thereto.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit ABL Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash constituting ABL Priority Collateral or proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents thereof or to permit any Grantor to obtain financingfinancing (“DIP Financing”), whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”)Law, then the Notes each Fixed Asset Collateral Agent, on behalf of itself and the Notes ClaimholdersFixed Asset Claimholders represented by it, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit ABL Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed outstanding under the Revolving ABL Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing ABL Cap Amount, ; (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or terms of the DIP Financing shall provide that are materially prejudicial to their interests in the Notes Cash Collateral consisting of Fixed Asset Priority Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), including Fixed Asset Priority Collateral arising after the commencement of such Insolvency or Liquidation Proceeding) shall be required to be remitted to the Designated Fixed Asset Collateral Agent for application to the Fixed Asset Obligations unless otherwise agreed by the Designated Fixed Asset Collateral Agent; (iii) the terms of the DIP Financing (A) or Cash Collateral use do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Fixed Asset Priority Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Fixed Asset Collateral Agent Agents with respect thereto. To the extent the Liens securing the Revolving Credit ABL Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes each Fixed Asset Collateral Agent will Table of Contents subordinate its Liens in the Revolving Credit Primary ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit ABL Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if the Parent or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Agent shall agree desire to (i) permit or otherwise consent to the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, collateral constituting ABL Priority Collateral on which a Lien has been granted to the US Revolving Credit Collateral ABL Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other Person creditor has a Lien under Section 364 of the Bankruptcy Code 363 or any similar Bankruptcy Law (the “ABL Cash Collateral”) or (ii) provide or consent to any ABL Lender providing the Parent or any other Grantor DIP Financing (the “ABL DIP Financing”), then the Notes Collateral Term Agent, on behalf of itself and the Notes Claimholdersother Term Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet to the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing fact that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief with respect to the Lien of ABL Priority Collateral (except as expressly agreed by the Notes Collateral ABL Agent with respect thereto. To or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Revolving Credit ABL Obligations are subordinated to or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Collateral Term Agent will subordinate its Liens in the Revolving Credit Primary ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations obligations relating thereto), in each case, so long as (A) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (B) the Term Agent retains a Lien on the Collateral (including Proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding) with the same priority as existed prior to any “Carve Out” from the commencement of such Insolvency or Liquidation Proceeding, subordinated to the Liens securing such DIP Financing for Financing, (C) the benefit of professionals entitled Term Agent receives a replacement Lien on post-petition assets to compensation from any Grantor’s estate provided for in connection with such the same extent granted to the ABL Secured Parties providing the DIP Financing, which Lien will be subordinated 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 on ABL Priority Collateral securing the Term Obligations are so subordinated to the ABL Obligations under this Agreement, (D) the aggregate principal amount of loans, letter of credit accommodations and other financial accommodations (including Cash Management Obligations) outstanding under such ABL DIP Financing, together with the aggregate principal amount of loans, letter of credit accommodations and other financial accommodations (including Cash Management Obligations) outstanding under the ABL Documents, does not exceed the Maximum ABL Obligations, and (E) such DIP Financing is subject to the terms of this Intercreditor Agreement. If ABL Agent or any one or more of the ABL Lenders offer to provide, and are prepared to provide, DIP Financing that meets the requirements set forth in clause (A) through (E) above, Term Secured Parties shall not provide or offer to provide any DIP Financing secured by a Lien on the ABL Priority Collateral senior or pari passu with the Liens on the ABL Priority Collateral securing the ABL Obligations, without the prior written consent of ABL Agent. If the ABL Agent has consented to the sale or other disposition of ABL Priority Collateral free and clear of its lien, then the Term Agent, on behalf of the Term Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of Proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code, and will not request adequate protection consent to such sale or other disposition, except for any other relief objection or opposition that could be asserted by any Term Secured Party as an unsecured creditor in connection therewith (exceptany such Insolvency or Liquidation Proceeding, as expressly agreed by if the US Revolving Credit Collateral Agent ABL Secured Parties have consented to such sale or to the extent permitted by Section 6.3)disposition of such assets.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Priority Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent Priority Lien Representative shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which a Lien has been granted to the US Revolving Credit Collateral Agent Priority Lien Representative pursuant to the Revolving Credit Priority Lien Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Priority Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Collateral AgentTrustee, on behalf of itself and the Notes Claimholderseach Secured Debt Representative and Secured Debt Claimholder, agrees that it neither the Collateral Trustee nor any Secured Debt Representative or any Secured Debt Claimholder will raise no any objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet meets the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Priority Lien Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Priority Lien Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount$360,000,000, (ii) the Notes Collateral Agent Trustee, each Secured Debt Representative and the Notes Claimholders each Secured Debt Claimholder retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected)Collateral, and (iii) the terms of the DIP Financing (Aa) do not compel the applicable Grantor 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 DIP Financing documentation or a related document and (Bb) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing on the Revolving Credit Obligations Collateral are subordinated to or pari passu with such DIP Financing, the Collateral Trustee and each Secured Debt Representative and Secured Debt Claimholder will subordinate any Liens in the Collateral to the Liens securing such DIP Financing which meets the requirements of clauses (i) through (iviii) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing above (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent Priority Lien Representative or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until The Notes Agent, on behalf of the Note Claimholders, hereby agrees that, until the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit constituting ABL Priority Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on ABL Priority Collateral, then any Note Claimholder will not be entitled to raise (and will not raise or support any Person in raising), then the Notes Collateral Agentbut instead shall be deemed to have hereby irrevocably and absolutely waived, on behalf of itself any objection to, and the Notes Claimholdersshall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet meets the following requirements: (i) the aggregate principal amount Notes Agent and the other Note Claimholders retain a Lien on the Collateral and, with respect to the Notes Priority Collateral, with the same priority as existed prior to the commencement of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap AmountInsolvency or Liquidation Proceeding, (ii) to the extent that the ABL Agent is granted adequate protection in the form of a Lien, the Notes Collateral Agent and is permitted to seek a Lien (without objection from the Notes Claimholders retain ABL Agent or any ABL Claimholder) on the right assets subject to object such Lien (so long as, with respect to any ancillary agreements or arrangements regarding ABL Priority Collateral, such Lien is junior to the Cash Collateral use or the Liens securing such DIP Financing that are materially prejudicial to their interests and any other Liens in favor of the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfectedABL Agent), (iii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all Cash Collateral use or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) that any Lien on the Notes Priority Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent securing the Note Obligations with respect thereto. To thereto and (iv) the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with terms of such DIP Financing which meets the requirements or use of clauses (i) through (iv) above, the Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. The Notes Collateral Agent shall be required to subordinate and will subordinate its Liens in the Revolving Credit Primary ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations obligations relating thereto) and to , including any “Carve Outcarve-out” from the Liens securing such DIP Financing for the benefit granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals entitled to compensation from retained by any Grantor’s estate provided for in connection debtor or creditors’ committee) and, consistent with such DIP Financingthe preceding provisions of this Section 6.1, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by provided in clause (ii) above); provided, however, if the US Revolving Credit Liens securing the DIP Financing rank junior to the Liens securing the ABL Obligations, the Notes Agent shall be required to subordinate its Liens in the ABL Priority Collateral Agent or to the Liens securing such DIP Financing. The Notes Agent, on behalf of itself and the Note Claimholders, agrees that no such Person shall provide to such Grantor any DIP Financing to the extent permitted by Section 6.3)that the Notes Agent or any Note Claimholder would, in connection with such financing, be granted a Lien on the ABL Priority Collateral senior to or pari passu with the Liens of the ABL Agent, in each case over the objection of the ABL Agent. The ABL Agent, on behalf of itself and the ABL Claimholders, agrees that no such Persons shall provide to such Grantor any DIP Financing to the extent that the ABL Agent or any ABL Claimholder would, in connection with such financing, be granted a Lien on the Notes Priority Collateral senior to or pari passu with the Liens of the Notes Agent, in each case over the objection of the Notes Agent.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if any Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Directing First Lien Collateral Agent shall agree desire to permit (or not object to) the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy CodeCode or any similar Debtor Relief Law) other than the identifiable cash proceeds of any Notes Collateral, on which the First Lien Collateral Agents or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit (or not object to) any Grantor Obligor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person Person, under Section 364 of the Bankruptcy Code or any similar Bankruptcy Debtor Relief Law (“DIP Financing”), then the Notes then, each Second Lien Collateral Agent, on behalf of itself and the Notes its Related Second Lien Claimholders, agrees that it and its Related Second Lien Claimholders will raise no objection to to, or oppose or contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the Directing First Lien Collateral Agent) and it and its Related Second Lien Claimholders will be deemed to have consented to such Cash Collateral use or DIP Financing meet (including such proposed orders), and to the following requirements: extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (i) the aggregate principal amount and all obligations relating thereto and any customary “carve-out” agreed to on behalf of the DIP Financing plus First Lien Claimholders by the aggregate outstanding principal amount of Revolving Credit Directing First Lien Collateral Agent) and to all adequate protection Liens granted to the First Lien Claimholders on the same basis as the Liens securing the Second Lien Obligations plus are subordinated to the aggregate face amount of Liens securing the First Lien Obligations under this Agreement and will not request adequate protection or any letters of credit issued and not reimbursed under other relief in connection therewith (except as expressly agreed by the Revolving Credit Agreement does not exceed Directing First Lien Collateral Agent or to the sum of extent permitted by Section 6.3); provided that the Revolving Credit Cap Amount Second Lien Collateral Agents and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the use of Cash Collateral use or the DIP Financing that are materially prejudicial to their interests require a specific treatment of a claim in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms respect of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation Second Lien Obligations for purposes 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 and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3)similar dispositive restructuring plan.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Term Loan Obligations has occurred, if any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Term Loan Security Agent shall agree desire to permit the use of “Cash Collateral” cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a constituting Term Loan First Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Borrower or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders Term Loan Secured Parties or any other Person entity under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law that is secured by a lien that is (i) senior or pari passu with the liens on the Term Loan First Lien Collateral securing the Term Loan Obligations, and (ii) junior to the liens on the Revolving Facility First Lien Collateral securing the Revolving Facility Obligations (each, a “Term Loan DIP Financing”), then the Notes Collateral Revolving Facility Security Agent, on behalf of itself and the Notes ClaimholdersRevolving Facility Secured Parties, agrees that it will not oppose or raise no any objection to or contest (or join with or support any third party opposing, objecting or contesting) such Cash use of cash collateral constituting Term Loan First Lien Collateral use or to the fact that the providers of such Term Loan DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of may be granted Liens on the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Term Loan Security Agent or to the extent permitted by Section 6.32.5(c)) and, the Revolving Facility Security Agent will subordinate its Liens in the Term Loan First Lien Collateral to the Liens securing such Term Loan DIP Financing (and all interest and other obligations relating thereto); provided that (i) the Revolving Facility Security Agent and the other Revolving Facility Secured Parties retain a Lien on the Collateral to secure the Revolving Facility Obligations and, with respect to the Revolving Facility First Lien Collateral only, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (ii) to the extent that the Term Loan Security Agent is granted adequate protection in the form of a Lien, the Revolving Facility Security Agent is permitted to seek a Lien (without objection from the Term Loan Security Agent or any Term Loan Secured Party) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with respect to Term Loan First Lien Collateral, such Lien is junior to the Liens securing such Term Loan DIP Financing and the Term Loan Obligations), and (iii) the foregoing provisions of this Section 2.5(a) shall not prevent the Revolving Facility Security Agent and the Revolving Facility Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws. The Revolving Facility Security Agent, on behalf of the Revolving Facility Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any Term Loan First Lien Collateral free and clear of its Liens (subject to attachment of Proceeds with respect to the Second Priority Lien on the Term Loan First Lien Collateral in favor of the Revolving Facility Security Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code, except for any objection or opposition that could be asserted by any Revolving Facility Secured Party as an unsecured creditor in any such Insolvency or Liquidation Proceeding, if the Term Loan Secured Parties have consented to such sale or disposition of such assets; provided that the Revolving Facility Security Agent and the other Revolving Facility Secured Parties shall be entitled to seek and exercise Credit Bid Rights in respect of any such sale or disposition.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if a Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit any First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, Collateral on which such First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Borrower or any other Grantor to obtain financing, whether financing from the Revolving Credit any First Lien Claimholders (or any other Person that is approved and consented to by the First Lien Claimholders) under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law that is to be secured by the Collateral (“DIP Financing”), then the Notes each Second Lien Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond Lien Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or (including by way of proposing an alternative DIP Financing meet the following requirements: (iFinancing) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu equal in priority with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and Financing, to all Obligations relating thereto) adequate protection Liens granted to the First Lien Collateral Agent, and to any “Carve Out” carve-out from the Liens securing such DIP Financing for Collateral agreed to by the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP FinancingFirst Lien Collateral Agent, and will not request seek or accept adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit First Lien Collateral Agent Agents or to the extent permitted by Section 6.36.3 or 6.8); provided that, (A) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations (other than any First Lien Obligations in respect of any swap agreements or cash management agreements secured by the First Lien Collateral Documents) and the aggregate face amount of any letters of credit issued under the First Lien Documents and undrawn, or drawn and unreimbursed, does not exceed an amount equal to 115% of the greater of (A) $350.0 million and (B) the Borrowing Base (as defined in the Second Lien Notes Indenture) at the time such debt is incurred; and (B) any such DIP Financing is subject to the terms of this Agreement; provided further that, the foregoing shall not prevent the Second Lien Claimholders from exercising their rights to vote in favor of or against a plan of reorganization, plan of arrangement, proposal or similar plan in any Insolvency or Liquidation Proceeding in a manner that is consistent with this Agreement or taking any other action permitted under this Agreement. Each Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent, agrees that it will raise no objection or oppose a motion to sell or otherwise dispose of any Collateral (and any post-petition assets subject to adequate protection Liens in favor of any First Lien Collateral Agent) free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code or any similar Bankruptcy Law if (1) the requisite First Lien Claimholders have consented to such sale or disposition of such assets and (2) the applicable court order approving such sale or disposition provides that that the Liens securing the First Lien Obligations and the Second Lien Obligations will attach to the proceeds of the sale or disposition on the same basis of priority as the Liens on the Collateral securing the First Lien Obligations rank to the Liens on the Collateral securing the Second Lien Obligations pursuant to this Agreement, and each Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent, agrees that it will not (i) make any credit bid for any sale of Collateral unless the net cash proceeds of such bid are sufficient such that Discharge of First Lien Obligations will occur at the closing of such bid or (ii) object to any lawful exercise by any First Lien Collateral Claimholder of the right to credit bid First Lien Obligations at any sale in connection with the foreclosure of the Collateral or otherwise under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. If requested by any First Lien Collateral Agent in connection therewith, each Second Lien Collateral Agent shall affirmatively consent to the release of its lien in connection with such a sale or disposition.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person entity under Section 363 or 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Second Lien Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit First Lien Collateral Agent or Agent) and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto). Without limiting the generality of any other provision of this Agreement, where the First Lien Collateral Agent has agreed to the use of cash collateral in such an instance, only such cash collateral that is actually distributed to (or permitted to be retained by) the First Lien Collateral Agent for final application against the First Lien Obligations or the Second Lien Obligations shall be subject to the application provisions of Section 4.1. Otherwise, in such an instance, any cash collateral permitted to be used by Section 6.3).the Company or any Grantor shall not be subject to such application provisions. Without limiting the generality of any other provision of this Agreement, where the First Lien Collateral Agent shall desire to permit the Company or any other Grantor to obtain DIP Financing and such DIP

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Second Lien Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use or and/or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that which are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate acceptable to the First Lien of the Notes Collateral Agent with respect thereto. To Agent) and to the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit First Lien Collateral Agent or to the extent permitted by Section 6.3); provided that, the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the First Lien Credit Agreement does not exceed the Cap Amount and the Second Lien Collateral Agent and the Second Lien Claimholders 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. The Second Lien Collateral Agent on behalf of the Second Lien Claimholders, agrees that it will not seek consultation rights in connection with, and it will raise no objection or oppose, a motion (or any related pleadings) to approve bid procedures in connection with a sale of any Collateral, sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such bid procedures, sale or disposition of such assets, in which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code; provided, that the Cap Amount shall be reduced by an amount equal to the net cash proceeds of such sale or other disposition which are used to pay the principal or face amount of the First Lien Obligations.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if any Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral First Lien Security Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Security Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Company or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Collateral Second Lien Security Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Collateral Second Lien Security Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral First Lien Security Agent or to the extent permitted by Section 6.3); provided that, the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the First Lien Credit Agreement does not exceed the Cap Amount and the Second Lien Security Agent and the Second Lien Claimholders 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. The Second Lien Security Agent on behalf of the Second Lien Claimholders, agrees that it will raise no objection or oppose a motion to sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such sale or disposition of such assets, and such motion does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code to credit bid under applicable non bankruptcy laws to the extent (and only to the extent) that such credit bid includes a cash component at least equal to the First Lien Obligations; provided, that the Cap Amount shall be reduced by an amount equal to the net cash proceeds of such sale or other disposition which are used to pay the principal or face amount of the First Lien Obligations.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Senior Obligations has occurred, if Borrower or any Grantor other Obligor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Senior Administra- tive Agent (acting at the direction of the “Required Lenders” as defined in the Senior Credit Collateral Agent Agreement) shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than Bank- ruptcy Code or otherwise cash on hand by the identifiable applicable Obligor at the time of the commencement of the Insolvency or Liquidation Proceedings or cash proceeds receipts paid to it after the commencement of any Notes Collateralthe Insolvency or Liquidation Proceeding), on which the Senior Administrative Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit Borrower or any Grantor other Obligor to obtain financing, whether from the Revolving Credit Senior Claimholders or any other Person under Section 364 of the Bankruptcy Code Code, Section 11.2 of the CCAA, Section 50.6 of the BIA or any similar Bankruptcy Law (“DIP Financing”), then the Notes Collateral Revolving and Term Loan Administrative Agent, on behalf of itself and the Notes Revolving and Term Loan Claimholders, agrees that it will raise no objection ob- jection to or contest (and be deemed to have consented to) such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Senior Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Collateral Revolving and Term Loan Administrative Agent will subordinate its Liens in the Revolving Credit Primary Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens pro- vided to the Senior Claimholders and to (z) any “Carve Outcarve-out” from for professional and United State Trustee fees agreed to by the Senior Claimholders (or any court-ordered Lien to which the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, Senior Obligations are subordinated) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Senior Administrative Agent (acting at the direction of the “Required Lenders” (as defined in the Senior Credit Collateral Agent Agreement)) or to the extent permitted by Section 6.3).; provided that with respect to any DIP Financing which refinances or “rolls up” the Senior Obligations in full, participation in such DIP Financing shall be offered (which offer may take the form of participation in the original loan or sale on a secondary basis so long as such sale includes all of the fees received by an initial lender of such amount) to the Revolving and Term Loan Claimholders who hold 2020 EMEA Term Loans (other than 2020 EMEA Term Loans) in a principal amount equal to the Pro Rata Offer Amount; provided, further, that to the extent the Revolving and Term Loan Claimholders who hold U.S. Loans

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash constituting ABL Priority Collateral or proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents thereof or to permit any Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders, the Note Claimholders or any other Person approved by the Requisite Note Claimholders and the Requisite ABL Claimholders under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), ) then the Notes Collateral Note Security Agent, on behalf of itself and the Notes ClaimholdersNote Claimholders represented by it, agrees that it will raise no objection and be deemed to or contest have consented to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit ABL Principal Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing ABL Cap Amount, ; (ii) the Notes Collateral Note Security Agent and the Notes Note Claimholders retain represented by it may assert any objection with respect thereto that may be raised by an unsecured creditor of 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), Grantors; (iii) the terms of the DIP Financing (Aa) do not compel the applicable 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 documentation or a related document and document, (Bb) do not expressly require the liquidation of all or substantially all of the Collateral prior to a the default under the DIP Financing such documentation or Cash Collateral order, and (c) contain interest rates and advance rates that are commercially reasonable; and (iv) any Lien on the Notes Note Priority Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Note Security Agent with respect theretothereto (to the extent such Lien secures Note Obligations) and to the Liens securing any DIP Financing made in accordance with Section 7.1(b) below. To the extent the Liens securing the Revolving Credit ABL Obligations are subordinated to or pari passu with the Liens securing such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Note Security Agent will subordinate its Liens in the Revolving Credit Primary ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Collateral ABL Agent or to the extent permitted by Section 6.37.3). Note Security Agent agrees that it shall not, and nor shall any of the Note Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien on the ABL Priority Collateral that is senior to or pari passu with the Liens securing the ABL Obligations and DIP Financing provided by or consented to by ABL Claimholders. If, in connection with any use of Cash Collateral constituting ABL Priority Collateral or DIP Financing provided by or consented to by ABL Claimholders, any Liens on the ABL Priority Collateral held by the ABL Claimholders to secure the ABL Obligations and DIP Financing provided by or consented to by ABL Claimholders are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, then the Liens on the ABL Priority Collateral of the Note Claimholders securing the Note Obligations and any DIP Financing provided by or consented to by Note Claimholders shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the ABL Priority Collateral of the ABL Claimholders consistent with this Agreement.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent any First Lien Representative shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which such First Lien Representative, such First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders First Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond Lien Secured Parties represented by it, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as Financing, including any proposed orders for such Cash Collateral use or and/or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object which are acceptable to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial First Lien Representative and to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes each Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP FinancingSecond Lien Secured Parties represented by it, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Collateral Agent Designated First Lien Representative or to the extent permitted by Section 6.3). No Second Lien Secured Party may provide DIP Financing to the Company or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations; provided that if no First Lien Secured Party offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Secured Party may seek to provide DIP Financing (which DIP Financing shall consist solely of additional financing and shall not include any rollup of the Second Lien Obligations) secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and the First Lien Secured Parties may object thereto. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite First Lien Secured Parties have consented to such sale, liquidation or other disposition. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Second Lien Secured Parties will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the Second Lien Secured Parties under Section 363(k) of the Bankruptcy Code.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if any Grantor the Seller shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral First Lien Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, collateral on which the First Lien Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor the Seller to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person entity under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the Notes Collateral Second Lien Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use of cash collateral or DIP Financing so long as (except to the extent that such Cash Collateral use or DIP Financing meet would otherwise cause the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit First Lien Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not to exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are amounts as set forth in the DIP Financing documentation or a related document and (BSection 5.2(b)) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral First Lien Agent or to the extent permitted by Section 6.3)) and, to the extent the Liens securing the First Lien Obligations are subordinated or pari passu with such DIP Financing, the Second Lien Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) to the extent the Second Lien Agent’s Liens are subordinate to the First Lien Agent’s Liens set forth in this Agreement. The Second Lien Agent on behalf of the Second Lien Claimholders, agrees that it will not raise any objection or oppose a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the First Lien Claimholders have consented to such sale or disposition of such assets. In addition, if any Transaction Party becomes subject to any Insolvency or Liquidation Proceeding and any applicable Transaction Party shall desire to have all or substantially all Receivables conveyed to one or more Transaction Parties in order to consummate a DIP Financing to such Transaction Party or any of its Affiliates, then the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will raise no objection to such sale so long as all First Lien Obligations and the Second Lien Obligations can be repaid in full at par with the proceeds of such sale.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Controlling Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “"Cash Collateral” " (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes CollateralLaw), on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“a "DIP Financing”"), then the Notes each Subordinated Collateral Agent, on behalf of itself and the Notes respective Subordinated Claimholders, agrees that it will raise no objection to or contest such use of Cash Collateral use or DIP Financing so long as and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such Cash DIP Financing, each Subordinated Collateral use or Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing meet (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except as expressly agreed by the following requirements: First Lien Collateral Agent or to the extent permitted by Section 6.3); provided that, for the benefit of the Second Lien Collateral Agent and the other Second Lien Claimholders only, (ix) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit the First Lien Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (iiy) the Notes First Lien Collateral Agent and or the Notes other First Lien Claimholders retain the right to do not oppose or object to any ancillary agreements such DIP Financing or arrangements regarding the Cash Collateral use or such Liens securing the DIP Financing that are materially prejudicial to their interests in the Notes Collateral or such use of cash collateral or (other than any Real Estate Assets upon which a Lien has not been perfected), (iiiz) the terms of the such DIP Financing (A) do not compel require the applicable Grantor to seek confirmation of a specific plan of reorganization for which all containing specific terms or substantially all provisions (other than repayment in cash of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate on the effective date thereof); provided, further, that, notwithstanding anything to the contrary contained in this Agreement, the Second Lien of the Notes Collateral Agent with respect theretoand other Second Lien Claimholders may object to such use of Cash Collateral or DIP Financing as unsecured creditors. To the extent No Subordinated Claimholder may provide DIP Financing to any Grantor secured by Liens equal or senior in priority to the Liens securing the Revolving Credit Obligations are subordinated First Lien Obligations; provided that if no First Lien Claimholder offers to provide DIP Financing to the extent permitted under this Section 6.1 on or pari passu with before the date of the hearing to approve DIP Financing, then, without the consent of any First Lien Claimholder or the Third Lien Claimholder, a Second Lien Claimholder may seek to provide such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its secured by Liens equal or senior in the Revolving Credit Primary Collateral priority to the Liens securing such any First Lien Obligations; provided, further, for the avoidance of doubt, a Second Lien Claimholder may at any time seek to provide DIP Financing (and all Obligations relating thereto) and secured by Liens equal or junior in priority to any “Carve Out” from the Liens securing any Second Lien Obligations without the consent of any First Lien Claimholder or the Third Lien Claimholder. Each Subordinated Collateral Agent, for itself and on behalf of the respective Subordinated Claimholders, agrees that it will raise no objection or oppose a motion to sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Law if the requisite Controlling Claimholders have consented to such DIP Financing for the benefit sale or disposition of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingassets, and will such motion does not request adequate protection or any other relief in connection therewith (except, as expressly agreed impair the rights of the Subordinated Claimholders under Section 363(k) of the Bankruptcy Law; provided that the applicable Cap Amount shall be reduced by the US Revolving Credit Collateral Agent or an amount equal to the extent permitted by Section 6.3)net cash proceeds of such sale or other disposition which are used to pay the principal or face amount of the Controlling Obligations.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, collateral on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Borrower or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person entity under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law Debtor Relief Law, which financing may include a Refinancing of the First Lien Obligations (each, a “DIP Financing”)) in an aggregate outstanding principal amount, when combined with the outstanding amount of all First Lien Obligations, not to exceed the Maximum First Lien Indebtedness, then the Notes Second Lien Collateral Agent, Agent (on behalf of itself and the Notes Second Lien Claimholders, ) agrees that (a) it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: not (i) the aggregate principal amount raise any objection to, or otherwise contest or interfere with, such use of the cash collateral or DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap AmountFinancing, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to support any ancillary agreements other Person objecting to, such sale, use, or arrangements regarding the Cash Collateral use lease of cash collateral or the DIP Financing that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), or (iii) request any form of adequate protection or any other relief in connection therewith (except as agreed by the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all First Lien Collateral Agent or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To extent expressly permitted by Section 6.03) and, to the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to (A) the Liens securing such DIP Financing (and all Obligations obligations relating thereto), (B) any adequate protection provided to the First Lien Claimholders and to (C) any “Carve Outcarve-out” from for professional and United States Trustee fees, claims of reclamation creditors or holders of claims under Section 503(b) of the Liens securing Bankruptcy Code agreed to by the First Lien Collateral Agent; and (b) notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing for shall be adequate notice; provided that the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will foregoing shall not request adequate protection or any other relief in connection therewith (except, as expressly agreed by prohibit the US Revolving Credit Second Lien Collateral Agent or the Second Lien Claimholders from objecting solely to any provisions in any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than provisions solely requiring that the DIP Financing be paid in full in cash. The Second Lien Collateral Agent (on behalf of itself and the Second Lien Claimholders) agrees that it will raise no objection to or oppose a sale or other disposition of any Collateral (and any post-petition assets subject to adequate protection liens in favor of the First Lien Collateral Agent) free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Requisite Lenders under the First Lien Credit Agreement have consented to such sale or disposition of such assets so long as the respective interests of the Second Lien Claimholders attach to the extent permitted proceeds thereof, subject to the terms of this Agreement. If requested by Section 6.3)the First Lien Collateral Agent in connection therewith, the Second Lien Collateral Agent shall affirmatively consent to such a sale or disposition.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, collateral on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Borrower or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person entity under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“each, a "DIP Financing”"), then the Notes Second Lien Collateral Agent, for itself and on behalf of itself and the Notes Second Lien Claimholders, subject to the proviso at the end of this sentence, agrees that it will raise no objection to or contest such Cash Collateral use of cash collateral or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit First Lien Collateral Agent or to the extent permitted by Section 6.3) and, to the extent the Liens securing the First Lien Obligations are subordinated or pari passu with such DIP Financing, the Second Lien Collateral Agent, subject to the proviso at the end of this sentence, will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto); provided that no DIP Financing from the First Lien Claimholders or any other Person that exceeds the Priority Cap in effect immediately prior to the commencement of such Insolvency or Liquidation Proceeding shall be permitted without the Second Lien Claimholders' consent. The Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, agrees that it will raise no objection or oppose a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the First Lien Claimholders have consented to such sale or disposition of such assets. For avoidance of doubt, compliance with the Priority Cap is determined by calculating, at any time of determination, the sum of outstanding pre-petition loans under the First Lien Credit Agreement, plus the available amount pre-petition letters of credit issued under the First Lien Credit Agreement, plus the outstanding post-petition loans under any DIP Financing provided by the First Lien Claimholders or any other Person, plus the available amount of post-petition letters of credit issued under any DIP Financing provided by the First Lien Claimholders or any other Person.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Agent shall shall, acting in accordance with the ABL Agreement, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than ), which constitutes ABL Collateral securing the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents ABL Obligations or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”)) to the extent such DIP Financing is secured by Liens on ABL Collateral, then the Notes each Priority Lien Debt Collateral Agent, on behalf of itself Agent and the Notes Claimholders, each Priority Lien Claimholder each agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing Financing, and, except to the extent permitted by Section 3.1(c) and Section 6.3, will not request adequate protection or any other relief in connection therewith, so long as such Cash Collateral use or DIP Financing meet meets the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed it is on commercially reasonable terms under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amountcircumstances, (ii) the Notes each Priority Lien Debt Collateral Agent and the Notes Claimholders each Priority Lien Claimholder retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected)Shared Collateral, (iii) the terms of the Cash Collateral use or DIP Financing (A) do not compel the applicable Grantor 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 DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral orderdocument, and (iv) any if the ABL Claimholders retain their Liens on the ABL Collateral securing the ABL Obligations and each Priority Lien Debt Collateral Agent, for the ratable benefit of the Priority Lien Claimholders, shall retain an immediately junior Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect theretoABL Collateral. To the extent the Liens on the ABL Collateral securing the Revolving Credit ABL Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iviii) above, the Notes each Priority Lien Debt Collateral Agent will subordinate its any Liens in the Revolving Credit Primary ABL Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral ABL Agent or to the extent permitted by Section 6.3). The foregoing shall not prohibit any Priority Lien Debt Collateral Agent or any Priority Lien Claimholder from objecting to the terms of any DIP Financing to the extent that such DIP Financing is secured by any Shared Collateral.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or any other creditor has a Lien or to permit any Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), ) then the Notes Term Loan Collateral Agent, on behalf of itself and the Notes Term Loan Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) it is on commercially reasonable terms, (ii) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face undrawn amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (iiiii) the Notes Term Loan Collateral Agent and the Notes Term Loan Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are inconsistent with the terms of this Agreement that are materially prejudicial to their interests in the Notes Collateral Term Loan Primary Collateral, and (other than any Real Estate Assets upon which a Lien has not been perfected), (iiiiv) the terms of the DIP Financing or the order for the use of Cash Collateral (A) do not compel the applicable 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 documentation or a related document and document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (ivC) require that any Lien on the Notes Term Loan Primary Collateral to secure such DIP Financing is or rights in connection with the use of Cash Collateral are subordinate to the Lien of the Notes Term Loan Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Term Loan Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Facility Obligations has occurred, if any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Facility Security Agent shall agree desire to permit the use of “Cash Collateral” cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a constituting Revolving Facility First Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Borrower or any other Grantor to obtain a financing, whether from the Revolving Credit Claimholders Facility Secured Parties or any other Person entity under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law Law, that is secured by a lien that is (i) senior or pari passu with the liens on the Revolving Facility First Lien Collateral securing the Revolving Facility Obligations and (ii) junior to the liens on the Term Loan First Lien Collateral securing the Term Loan Obligations (each, an “Revolving Facility DIP Financing”), then the Notes Collateral Term Loan Security Agent, on behalf of itself and the Notes ClaimholdersTerm Loan Secured Parties, agrees that it will not oppose or raise no any objection to or contest (or join with or support any third party opposing, objecting or contesting) such Cash use of cash collateral constituting Revolving Facility First Lien Collateral use or to the fact that the providers of such Revolving Facility DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of may be granted Liens on the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Facility Security Agent or to the extent permitted by Section 6.33.5(c)) and, the Term Loan Security Agent will subordinate its Liens in the Revolving Facility First Lien Collateral to the Liens securing such Revolving Facility DIP Financing (and all interest and other obligations relating thereto); provided that (i) the Term Loan Security Agent and the other Term Loan Secured Parties retain a Lien on the Collateral to secure the Term Loan Obligations and, with respect to the Term Loan First Lien Collateral only, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (ii) to the extent that the Revolving Facility Security Agent is granted adequate protection in the form of a Lien, the Term Loan Security Agent is permitted to seek a Lien (without objection from the Revolving Facility Security Agent or any Revolving Facility Secured Party) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with respect to Revolving Facility First Lien Collateral, such Lien is junior to the Liens securing such Revolving Facility DIP Financing and the Revolving Facility Obligations), and (iii) the foregoing provisions of this Section 3.5(a) shall not prevent the Term Loan Security Agent and the Term Loan Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws. The Term Loan Security Agent, on behalf of the Term Loan Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any Revolving Facility First Lien Collateral free and clear of its Liens (subject to attachment of Proceeds with respect to the Second Priority Lien on the Revolving Facility First Lien Collateral in favor of the Term Loan Security Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code, except for any objection or opposition that could be asserted by any Term Loan Secured Party as an unsecured creditor in any such Insolvency or Liquidation Proceeding if the Term Loan Secured Parties have consented to such sale or disposition of such assets; provided that the Term Loan Security Agent and the other Term Loan Secured Parties shall be entitled to seek and exercise Credit Bid Rights in respect of any such sale or disposition.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Priority Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Priority Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Priority Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit First Priority Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Second Priority Collateral Agent, on behalf of itself and the Notes Second Priority Claimholders, agrees that it will raise no objection to or contest (or join with or support any third party in objecting or contesting), and each Second Priority Claimholder shall be deemed to have consented to, such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use or and/or DIP Financing meet which are acceptable to the following requirements: First Priority Collateral Agent) and to the extent the Liens securing the First Priority Obligations are subordinated to or pari passu with such DIP Financing, the Second Priority Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except as expressly agreed by the First Priority Collateral Agent or to the extent permitted by Section 6.3); provided that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit First Priority Obligations constituting Indebtedness for borrowed money plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving First Priority Credit Agreement does not exceed the sum 115% of the Revolving Credit First Priority Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Second Priority Collateral Agent and the Notes Claimholders Second Priority Secured Parties retain 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 in the Notes interests. The Second Priority Collateral Agent, on behalf of itself and each other Second Priority Secured Party, agrees that it will not provide or seek (or support any other than any Real Estate Assets upon which Person that is not a Lien has not been perfected), (iiiFirst Priority Claimholder seeking) the terms of the to provide DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of Company or any other Grantor so long as the Notes First Priority Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated or any other First Priority Claimholder shall actively seek to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with provide such DIP Financing; provided, however, in the event that no First Priority Claimholder is actively seeking to provide a DIP Financing, the First Priority Collateral Agent, on behalf of itself and will not request adequate protection or any each other relief in connection therewith (exceptFirst Priority Claimholder, as expressly agreed by reserves the US Revolving Credit Collateral Agent or right to object to the extent permitted provision of any DIP Financing by Section 6.3)any Second Priority Secured Party.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent any First Lien Representative shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which such First Lien Representative, such First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders First Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond Lien Secured Parties represented by it, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as Financing, including any proposed orders for such Cash Collateral use or and/or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object which are acceptable to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial First Lien Representative) and to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are discharged, subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for Second Lien Representative and the benefit Second Lien Collateral Agent, on behalf of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingitself and the Second Lien Secured Parties represented by it, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Collateral Agent Designated First Lien Representative or to the extent permitted by Section 6.3); provided that the aggregate principal amount of the DIP Financing, when taken together with any remaining First Lien Obligations, shall not exceed an amount equal to 115% of the aggregate principal amount of First Lien Obligations outstanding immediately prior to the commencement of such Insolvency or Liquidation Proceeding, and the Second Lien Representative and the other Second Lien 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. No Second Lien Secured Party may provide DIP Financing to the Company or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations. The Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite First Lien Secured Parties have consented to such sale, liquidation or other disposition. The Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Second Lien Secured Parties will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the Second Lien Secured Parties under Section 363(k) of the Bankruptcy Code.

Finance and Sale Issues. (a) Until Each Subordinated Lien Agent, on behalf of the applicable Subordinated Lien Claimholders, hereby agrees that, until the Discharge of Revolving Credit Prior Lien Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Prior Lien Agent or the Prior Lien Claimholders with respect to any of such Subordinated Lien Claimholders’ Subordinated Lien Collateral Agent shall agree desire to permit the use of “Cash Collateralcash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds representing Proceeds of any Notes Collateral, on which a such Subordinated Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit Prior Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on such Subordinated Lien Collateral, then no Subordinated Lien Claimholder will be entitled to raise (and will not raise or support any Person in raising), then the Notes Collateral Agentbut instead shall be deemed to have hereby irrevocably and absolutely waived, on behalf of itself any objection to, and the Notes Claimholdersshall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, agrees that it will raise no objection to or contest such Cash Collateral cash collateral use or DIP Financing (including, except as expressly provided below, any claim that the Subordinated Lien Claimholders are entitled to adequate protection on account of their interests in such Subordinated Lien Collateral as a condition thereto) so long as such Cash Collateral cash collateral use or DIP Financing meet meets the following requirements: (i) each Subordinated Lien Claimholder retains a Lien on its Subordinated Lien Collateral for any DIP Financing with, except as provided in the aggregate principal amount following sentence, the respective priorities provided in Section 2.1, and (x) with respect to Subordinated Lien Collateral of the ABL Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing plus on any ABL Priority Collateral and no such cash collateral to be used constitutes Proceeds of ABL Priority Collateral unless the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum ABL Claimholders have consented thereto or (y) with respect to Subordinated Lien Collateral of the Revolving Credit Cap Amount and the Term Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing Cap Amounton any Term Priority Collateral and no such cash collateral to be used constitutes Proceeds of Term Priority Collateral unless the Term Claimholders have consented thereto, (ii) to the Notes Collateral extent that the Prior Lien Agent and the Notes Claimholders retain 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 is granted adequate protection in the Notes Collateral (other than any Real Estate Assets upon which form of a Lien has not been perfectedon Collateral arising after the commencement of the Insolvency or Liquidation Proceeding, the Subordinated Lien Claimholders are permitted to seek a Lien on such additional Collateral with, except as set forth in the following sentence, the relative priority set forth in Section 2.1 (and no Prior Lien Agent or Prior Lien Claimholder shall oppose any motion by any Subordinated Lien Claimholder to receive such a Lien), (iii) the terms of the such DIP Financing (A) or use of cash collateral do not compel the applicable require any Grantor to seek confirmation approval for any Plan of Reorganization that is not a specific plan Conforming 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 and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, Reorganization and (iv) any Lien on the Notes Collateral to secure terms of such DIP Financing is subordinate do not require such Subordinated Claimholders to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated extend additional credit pursuant to or pari passu with such DIP Financing which meets Financing. If requested by the requirements of clauses (i) through (iv) abovePrior Lien Agent, the Notes Collateral each Subordinated Lien Agent and Subordinated Lien Claimholders shall be required to subordinate and will subordinate its Liens in the Revolving Credit Primary its Subordinated Lien Collateral to the Liens securing any such DIP Financing (and all Obligations obligations relating thereto) and to , including any “Carve Outcarve-out” from granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee); provided that the Liens on such Subordinated Lien Collateral securing such DIP Financing for rank pari passu with or senior to the benefit Liens securing the Prior Lien Obligations. Each Subordinated Lien Agent on behalf of professionals entitled itself and the applicable Subordinated Lien Claimholders, agrees that no such Person shall provide to compensation from such Grantor any Grantor’s estate provided for DIP Financing (or support any other Person in seeking to provide to any Grantor any such DIP Financing) to the extent that any Subordinated Lien Claimholder would, in connection with such DIP Financingfinancing, and will not request adequate protection or be granted a Lien on any other relief in connection therewith (except, as expressly agreed by of its Subordinated Lien Collateral unless the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3)Prior Lien Claimholders shall have consented thereto.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Term Loan Obligations has occurred, if any New Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Term Loan Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash constituting Term Loan Priority Collateral or proceeds of any Notes Collateral, thereof on which a Lien has been granted to the US Revolving Credit such Term Loan Collateral Agent pursuant to the Revolving Credit Documents or any other creditor has a Lien, or to permit any New Grantor to obtain financing, whether from the Revolving Credit Term Loan Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Pari Passu Collateral Agent, on behalf of itself and the Notes Claimholderseach other ABL Claimholder, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use or and/or DIP Financing meet which are acceptable to the following requirements: (iTerm Loan Collateral Agent) and to the aggregate principal amount of extent the Liens on any Term Loan Priority Collateral securing the Term Loan Obligations are subordinated to or pari passu with such DIP Financing, the Pari Passu Collateral Agent will subordinate its Liens in such Term Loan Priority Collateral to the Liens securing such DIP Financing plus (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the aggregate outstanding principal amount of Revolving Credit Obligations plus Term Loan Collateral Agent or to the aggregate face amount of any letters of credit issued and not reimbursed under extent permitted by Section 6.3); provided that the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Pari Passu Collateral Agent and the Notes other ABL Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing (i) that are materially prejudicial to their interests in with respect to the Notes Term Loan Priority Collateral or (other than any Real Estate Assets upon which a Lien has not been perfected), (iiiii) the terms of the such DIP Financing (A) do does not compel the applicable any New 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 documentation or a related document and document. No ABL Claimholder (Bunless such ABL Claimholder is also a Term Loan Claimholder) do not expressly require the liquidation of the Collateral prior to a default under the may provide DIP Financing documentation to any New Grantor secured by Liens on Term Loan Priority Collateral equal or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens senior in the Revolving Credit Primary Collateral priority to the Liens securing such DIP Financing (any Term Loan Obligations. The Pari Passu Collateral Agent, on behalf of itself and all Obligations relating thereto) each other ABL Claimholder, agrees that it will not oppose any sale of Term Loan Priority Collateral free and to any “Carve Out” from clear of the Liens securing such DIP Financing for of the benefit ABL Claimholders conducted in accordance with Section 363 of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection the Bankruptcy Code (or any equivalent provisions in any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or applicable jurisdictions) that has been consented to the extent permitted by Section 6.3).by

Finance and Sale Issues. (ag) Until the Discharge of Revolving Credit ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Agent shall shall, acting in accordance with the ABL Loan Documents, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than ), which constitutes ABL First Lien Collateral securing the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents ABL Obligations or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders ABL Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”)) to the extent such DIP Financing is secured solely by Liens on ABL First Lien Collateral, then the Notes Collateral Agent, on behalf of itself Agent and the Notes Claimholders, each Note Claimholder each agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet meets the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amountit is on commercially reasonable terms, (ii) the Notes Collateral Agent and the Notes Claimholders each Note Claimholder retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Noteholder First Lien has not been perfected)Collateral, and (iii) the terms of the DIP Financing (A) do not compel the applicable Grantor 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 DIP Financing documentation or a related document and document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (ivC) any if the ABL Secured Parties retain their Liens on the ABL First Lien Collateral securing the ABL Obligations, the Collateral Agent, for the ratable benefit of the Note Claimholders, shall retain an immediately junior Lien on the Notes ABL First Lien Collateral (to secure the extent such ABL Collateral is Noteholder Collateral), and (D) to the extent that the ABL Agent is granted an adequate protection lien in connection with such DIP Financing is subordinate to or use of cash collateral that constitutes ABL First Lien Collateral, the Note Claimholders also receive an adequate protection lien on the ABL First Lien of Collateral with the Notes Collateral Agent with respect theretosame relative priority as set forth in this Agreement. To the extent the Liens on the ABL First Lien Collateral securing the Revolving Credit ABL Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iviii) above, the Notes Collateral Agent will subordinate its any Liens in the Revolving Credit Primary ABL First Lien Collateral to the Liens securing such DIP Financing (and all Obligations obligations relating thereto) ), any adequate protection liens granted to the ABL Secured Parties on the ABL First Lien Collateral, and to any “Carve Outcarve out” from the Liens securing such DIP Financing for the benefit in favor of fees and expenses of professionals entitled retained by the debtor(s) or creditors’ committee and fees owing to compensation from any Grantor’s estate provided for in connection with such DIP Financingthe United States Trustee, as agreed to by the ABL Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral ABL Agent or to the extent permitted by Section 6.3)) without affecting the subordination provided herein as to other ABL Obligations and Noteholder Obligations. The foregoing shall not prohibit the Collateral Agent or any Note Claimholder from objecting to the terms of any DIP Financing to the extent that such DIP Financing is secured by a senior Lien on any Noteholder First Lien Collateral.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateralcash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes the Second Lien Priority Assets (“Cash Collateral”), on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Borrower or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Second Lien Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such Cash DIP Financing, the Second Lien Collateral use or Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing meet (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the following requirements: First Lien Collateral Agent or to the extent permitted by Section 6.3); provided, that, (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit First Lien Obligations plus the aggregate face amount of any letters of credit and similar instruments issued and not reimbursed under the Revolving First Lien Credit Agreement does not exceed the sum of the Revolving Credit First Lien Cap Amount and the DIP Financing Cap Amountplus $5,000,000, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do does not compel the applicable Grantor 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 and (Biii) do the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, . The Second Lien Collateral Agent on behalf of the Second Lien Claimholders agrees that it will raise no objection or oppose a motion to sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such sale or disposition of such assets and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes documentation or Cash Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to order does not provide that the Liens securing such DIP Financing (and all or any Obligations relating thereto) and are senior to any “Carve Out” from the Liens securing such DIP Financing for of the benefit of professionals entitled to compensation from any Grantor’s estate provided for Second Lien Collateral Agent and the Second Lien Claimholders in connection with such DIP Financing, and will not request adequate protection the Second Lien Priority Assets or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3)proceeds thereof.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Senior Lien Obligations has occurred, if any Grantor the Company shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent any Senior Lien Representative shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than of the identifiable cash proceeds of any Notes Collateral, Company on which a such Senior Lien has been granted to the US Revolving Credit Representative, such Senior Lien Collateral Agent pursuant to the Revolving Credit Documents or any other creditor has a Lien, or to permit any Grantor the Company to obtain financing, whether from the Revolving Credit Senior Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of itself and the Notes Claimholderseach other Junior Lien Claimholder represented by it, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for either or both such Cash Collateral use or and DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object which are acceptable to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial Senior Lien Representative) and to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Senior Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes each Junior Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing each Junior Lien Representative and each Junior Lien Collateral Agent, for the benefit itself and on behalf of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingeach other Junior Lien Claimholder represented by it, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Collateral Agent Senior Lien Representative or to the extent permitted by Section 6.3); provided that the Junior Lien Representatives and the other Junior Lien Claimholders 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. No Junior Lien Claimholder may provide DIP Financing to the Company secured by Liens equal or senior in priority to the Liens securing any Senior Lien Obligations. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite Senior Lien Claimholders have consented to such sale, liquidation or other disposition. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Senior Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Junior Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such order does not materially impair the rights of the Junior Lien Claimholders under Section 363(k) of the Bankruptcy Code. Notwithstanding any other provision hereof to the contrary, each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, agrees that (A) without the consent of the Senior Lien Claimholders, none of such Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or any agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of the Company or their respective assets that allocates or ascribes any value whatsoever to any of the Restricted Assets and (B) without the consent of the Senior Lien Claimholders, none of such Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or any agent or trustee on behalf of any of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise, challenge, dispute or object, whether directly or indirectly, to any valuation of the Company or its assets, or otherwise take any position with respect to such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Restricted Assets.

Finance and Sale Issues. (a) Until Each Subordinated Lien Agent, on behalf of the applicable Subordinated Lien Claimholders, hereby agrees that, until the Discharge of Revolving Credit Prior Lien Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Prior Lien Agent or the Prior Lien Claimholders with respect to any of such Subordinated Lien Claimholders' Subordinated Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” "cash collateral" (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds representing Proceeds of any Notes Collateral, on which a such Subordinated Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit Prior Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“"DIP Financing”") secured by a Lien on such Subordinated Lien Collateral, then no Subordinated Lien Claimholder will be entitled to raise (and will not raise or support any Person in raising), then the Notes Collateral Agentbut instead shall be deemed to have consented to, on behalf of itself and the Notes Claimholdershereby irrevocably and absolutely waived, agrees that it any objection to, and shall not otherwise in any manner be entitled to oppose or will raise no objection to oppose or contest support any Person in opposing, such Cash Collateral cash collateral use or DIP Financing (including, except as expressly provided below, any claim that the Subordinated Lien Claimholders are entitled to adequate protection on account of their interests in such Subordinated Lien Collateral as a condition thereto) so long as such Cash Collateral cash collateral use or DIP Financing meet meets the following requirements: (i) each Subordinated Lien Claimholder retains a Lien on its Subordinated Lien Collateral for any DIP Financing with, except as provided in the aggregate principal amount following sentence, the respective priorities provided in Section 2.1, and (x) with respect to Subordinated Lien Collateral of the ABL Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing plus on any ABL Priority Collateral and no such cash collateral to be used constitutes Proceeds of ABL Priority Collateral unless the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum ABL Claimholders have consented thereto or (y) with respect to Subordinated Lien Collateral of the Revolving Credit Cap Amount and the Term Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing Cap Amounton any Term Priority Collateral and no such cash collateral to be used constitutes Proceeds of Term Priority Collateral unless the Term Claimholders have consented thereto, (ii) to the Notes Collateral extent that the Prior Lien Agent and the Notes Claimholders retain 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 is granted adequate protection in the Notes Collateral (other than any Real Estate Assets upon which form of a Lien has not been perfectedon Collateral arising after the commencement of the Insolvency or Liquidation Proceeding, the Subordinated Lien Claimholders are permitted to seek a Lien on such additional Collateral with, except as set forth in the following sentence, the relative priority set forth in Section 2.1 (and no Prior Lien Agent or Prior Lien Claimholder shall oppose any motion by any Subordinated Lien Claimholder to receive such a Lien), (iii) the terms of the such DIP Financing (A) or use of cash collateral do not compel the applicable require any Grantor to seek confirmation approval for any Plan of Reorganization that is not a specific plan Conforming 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 and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, Reorganization and (iv) any Lien on the Notes Collateral to secure terms of such DIP Financing is subordinate do not require such Subordinated Claimholders to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated extend additional credit pursuant to or pari passu with such DIP Financing which meets (it being understood and agreed that the DIP Financing and cash collateral use contemplated under the DIP ABL Loan Agreement and DIP Term Loan Agreement shall be deemed to meet each of the foregoing requirements of clauses in subclauses (i) through (iv) above)). If requested by the Prior Lien Agent, the Notes Collateral each Subordinated Lien Agent and Subordinated Lien Claimholders shall be required to subordinate and will subordinate its Liens in the Revolving Credit Primary its Subordinated Lien Collateral to the Liens securing any such DIP Financing (and all Obligations obligations relating thereto) , including any "carve-out" granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors' committee). Each Subordinated Lien Agent on behalf of itself and the applicable Subordinated Lien Claimholders, agrees that no such Person shall provide to such Grantor any DIP Financing (or support any other Person in seeking to provide to any “Carve Out” from the Liens securing Grantor any such DIP Financing for Financing) to the benefit of professionals entitled to compensation from extent that any Grantor’s estate provided for Subordinated Lien Claimholder would, in connection with such DIP Financingfinancing, and will not request adequate protection or be granted a Lien on any other relief in connection therewith of its Subordinated Lien Collateral unless the Prior Lien Claimholders shall have consented thereto (except, as expressly agreed by it being understood that the US Revolving Credit Collateral Agent or Prior Lien Claimholders shall be deemed to have consented to the extent permitted by Section 6.3Liens granted to secure the DIP Financing contemplated under the DIP ABL Loan Agreement and DIP Term Loan Agreement).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if any ABL Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit ABL Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash constituting ABL Priority Collateral or proceeds of any Notes Collateral, thereof on which a Lien has been granted to the US Revolving Credit such ABL Collateral Agent pursuant to the Revolving Credit Documents or any other creditor has a Lien, or to permit any ABL Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Term Loan Collateral Agent, on behalf of itself and the Notes Claimholderseach other Term Loan Claimholder, agrees that it will raise no objection be deemed to or contest have consented to, will not object to, nor support any other Person objecting to, such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use or and/or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that which are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate acceptable to the Lien of the Notes ABL Collateral Agent with respect thereto. To Agent) and to the extent the Liens on any ABL Priority Collateral securing the Revolving Credit ABL Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Term Loan Collateral Agent will subordinate its Liens in the Revolving Credit Primary such ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) ), to any adequate protection provided to the ABL Claimholders and to any “Carve Outcarve-out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantortrustees’ fees and allowed professional’s estate provided for in connection with such DIP Financingfees, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit ABL Collateral Agent or to the extent permitted by Section 6.3); provided that (A) nothing herein shall restrict the rights of Term Loan Collateral Agent or the other Term Loan Claimholders to object to any Cash Collateral use or DIP Financing to the same extent as such objections could be raised by a creditor whose claims are not secured by Liens on the ABL Priority Collateral, so long as such objections are not in contravention of the express provisions of this Agreement (other than this Section 6.1), (B) such DIP Financing provides that the Liens granted to any Person in any ABL Priority Collateral in connection with such DIP Financing are subject to this Agreement, (C) such DIP Financing provides that the ABL Claimholders retain a Lien on the ABL Priority Collateral (including proceeds thereof) with the same priority relative to the Liens of the Term Loan Claimholders as existed prior to such Insolvency or Liquidation Proceeding, (D) the interest rate, fees, advance rates, lending limits, and sublimits are commercially reasonable under the circumstances and (E) the terms of such DIP Financing do not compel the ABL Grantor to seek confirmation of a specific plan of reorganization and do not require the liquidation of the ABL Priority Collateral prior to a default under the DIP Financing, it being understood and agreed, however, that the DIP Financing may require that a plan of reorganization or that a motion for the sale of substantially all of the assets of such ABL Grantor(s) outside of a plan of reorganization acceptable to the ABL Claimholders must be filed by a date certain. No Term Loan Claimholder (unless such Term Loan Claimholder is also an ABL Claimholder, but, for the avoidance of doubt, only in its capacity as an ABL Claimholder) may provide, participate in, or join with any Person to provide, DIP Financing to the ABL Grantor secured by Liens on ABL Priority Collateral equal or senior in priority to the Liens securing any ABL Obligations. The Term Loan Collateral Table of Contents Agent, on behalf of itself and each other Term Loan Claimholder, agrees that it will not oppose any sale of ABL Priority Collateral free and clear of the Liens of the Term Loan Claimholders conducted in accordance with Section 363 of the Bankruptcy Code (or any equivalent provisions in any other applicable jurisdictions) that has been consented to by the ABL Collateral Agent, and it (i) will be deemed to have consented to any such sale, (ii) will agree not to seek consultation rights in connection therewith and (iii) shall not have the right to credit bid under Section 363(k) of the Bankruptcy Code with respect to any such sale unless the cash portion of any such bid is sufficient to a cause a Discharge of the ABL Obligations. Subject to Section 3.1(c)(4), nothing in this Agreement shall in any way limit or affect the rights of the ABL Claimholders or the Term Loan Claimholders to object to any plan on any basis.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), ) then the Notes Second Lien Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet Financing; provided that the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Second Lien Collateral Agent and the Notes Second Lien Claimholders retain the right to object to (i) any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected)interests, (iiiii) the terms of the DIP Financing (A) do not compel to the applicable Grantor extent that it compels the 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 DIP Financing documentation or a related document and or (Biii) do not the DIP Financing documentation or Cash Collateral order to the extent that it expressly require requires the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets and the requirements Second Lien Collateral Agent has not raised any objections by reasons of any of the clauses (i) through (iviii) above, the Notes Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit First Lien Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Revolver Obligations has occurred, if any Grantor the Grantors shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Revolver Agent shall shall, acting in accordance with the Revolver Agreement, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than ), which constitutes Revolver Priority Collateral securing the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents Revolver Obligations or to permit any Grantor the Grantors to obtain financing, whether from the Revolving Credit Claimholders Revolver Lenders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”)) to the extent such DIP Financing is secured solely by Liens on Revolver Priority Collateral, then the Notes Collateral Agent, on behalf of itself Term Loan Agent and the Notes Claimholders, each Term Loan Lender each agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet meets the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amountit is on commercially reasonable terms, (ii) the Notes Collateral Term Loan Agent and the Notes Claimholders each Term Loan Lender retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected)Term Loan Priority Collateral, and (iii) the terms of the DIP Financing (A) do not compel the applicable Grantor Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) . The foregoing shall not prohibit the Term Loan Agent or any Lien on Term Loan Lender from objecting to the Notes Collateral terms of any DIP Financing to secure the extent that such DIP Financing is subordinate secured by a Lien senior or equal to the Lien of the Notes Collateral Agent on any Term Loan Priority Collateral. (b) Until the Discharge of Term Loan Obligations has occurred, if the Grantors shall be subject to any Insolvency Proceeding and the Term Loan Agent shall, acting in accordance with respect thereto. To the Term Loan Documents, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), which constitutes Term Loan Priority Collateral securing the Term Loan Obligations or to permit the Grantors to obtain DIP Financing to the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which is secured solely by Liens on Term Loan Priority Collateral, then the Revolver Agent and each Revolver Lender agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the requirements of clauses following requirements: (i) through it is on commercially reasonable terms, (ivii) above, the Notes Revolver Agent and each Revolver Lender retains the right to object to any ancillary agreements or arrangements regarding the Cash Collateral Agent will subordinate its Liens use or the DIP Financing that are materially prejudicial to their interests in the Revolving Credit Primary Revolver Collateral, and 38 (iii) the terms of the DIP Financing (A) do not compel the 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 DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation. or Cash Collateral order, The foregoing shall not prohibit the Revolver Agent or any Revolver Lender from objecting to the Liens securing terms of any DIP Financing to the extent that such DIP Financing is secured by a Lien senior or equal to the Lien of the Collateral Agent on any Revolver Priority Collateral. (c) The Term Loan Agent, on its own behalf and all Obligations relating theretoon behalf of the Term Loan Lenders, agrees that it will not oppose, and hereby consents to (i) and any sale consented to by the Revolver Agent of any Revolver Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any “Carve Out” from Insolvency Proceeding); provided that the order approving such sale states that the Lender’s respective Liens securing shall attach to the proceeds of such DIP Financing for sale to be applied in the benefit same manner as set forth in this Agreement and (ii) any bid by the Revolver Agent on behalf of professionals entitled the Revolver Lenders with respect to compensation from any Grantor’s estate provided for then outstanding Revolver Obligations in connection with any such DIP Financing, and will not request adequate protection sale or any other relief sale or other disposition of any of the Collateral. (d) The Revolver Agent agrees, on behalf of the Revolver Lenders, that it will not oppose, and hereby consents to (i) any sale consented to by the Term Loan Agent or any Term Loan Lender of any Term Loan Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding); provided that the order approving such sale states that the Lenders’ respective Liens shall attach to the proceeds of such sale to be applied in the same manner as set forth in this Agreement and (ii) any bid by the Term Loan Agent or any Term Loan Lender with respect to then outstanding Term Loan Obligations in connection therewith (except, as expressly agreed by with any such sale or any other sale or other disposition of any of the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).Collateral. 7.2

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Borrower or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders First Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Collateral AgentSecond Lien Creditor, on behalf of itself and the Notes ClaimholdersSecond Lien Secured Parties, agrees that it will raise no objection to such Cash Collateral use or contest DIP Financing, in each case meeting the requirements of this Section 6.1, and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Creditor will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the First Lien Collateral Agent or to the extent permitted by Section 6.3); provided, however, that, (i) the use of Cash Collateral and the DIP Financing do not modify the terms of this Agreement, (ii) such Cash Collateral use or DIP Financing so long as such Cash Collateral use or is on commercially reasonable terms, (iii) the maximum aggregate principal amount outstanding in respect of the DIP Financing meet does not exceed the following requirements: sum of (ix) to the extent refinanced in connection with, and included as part of, such DIP Financing, the aggregate principal amount of the DIP Financing plus pre-petition First Lien Obligations, (y) the aggregate outstanding principal pre-petition unused portion of the First Lien Commitments and (y) an amount equal to _____% of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount clauses (x) and (y), (iv) the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do does not compel the applicable Grantor 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 and document, (Bv) do the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral orderorder and (vi) the foregoing shall not prevent the Second Lien Secured Parties from (x) objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization or (y) proposing any other DIP Financing to the Borrower in any Insolvency or Liquidation Proceeding; provided, further, however, that the Second Lien Creditor and the Second Lien 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. The Second Lien Creditor, on behalf of the Second Lien Secured Parties, agrees that it will raise no objection or oppose a motion to sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the requisite First Lien Secured Parties have consented to such sale or disposition of such assets, and (iv) any Lien on such motion does not impair the Notes Collateral to secure such DIP Financing is subordinate to the Lien rights of the Notes Collateral Agent with respect thereto. To Second Lien Secured Parties under Section 363(k) of the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3)Bankruptcy Code.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Term Loan Obligations has occurred, if any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Term Loan Security Agent shall agree desire to permit the use of “Cash Collateral” cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a constituting Term Loan First Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Borrower or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders Term Loan Secured Parties or any other Person entity under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law Law, that is secured by a lien that is (i) senior or pari passu with the liens on the Term Loan First Lien Collateral securing the Term Loan Obligations, and (ii) junior to the liens on the ABL Facility First Lien Collateral securing the ABL Facility Obligations (each, a “Term Loan DIP Financing”), then the Notes Collateral ABL Facility Security Agent, on behalf of itself and the Notes ClaimholdersABL Facility Secured Parties, agrees that it will not oppose or raise no any objection to or contest (or join with or support any third party opposing, objecting or contesting) such Cash use of cash collateral constituting Term Loan First Lien Collateral use or to the fact that the providers of such Term Loan DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of may be granted Liens on the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Term Loan Security Agent or to the extent permitted by Section 6.32.5(c)) and, the ABL Facility Security Agent will subordinate its Liens in the Term Loan First Lien Collateral to the Liens securing such Term Loan DIP Financing (and all interest and other obligations relating thereto); provided that (i) the ABL Facility Security Agent and the other ABL Facility Secured Parties retain a Lien on the Collateral to secure the ABL Facility Obligations and, with respect to the ABL Facility First Lien Collateral only, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (ii) to the extent that the Term Loan Security Agent is granted adequate protection in the form of a Lien, the ABL Facility Security Agent is permitted to seek a Lien (without objection from the Term Loan Security Agent or any Term Loan Secured Party) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with respect to Term Loan First Lien Collateral, such Lien is junior to the Liens securing such Term Loan DIP Financing and the Term Loan Obligations), and (iii) the foregoing provisions of this Section 2.5(a) shall not prevent the ABL Facility Security Agent and the ABL Facility Secured Parties from objecting to any provision in any Term Loan DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws. The ABL Facility Security Agent, on behalf of the ABL Facility Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any Term Loan First Lien Collateral free and clear of its Liens (subject to attachment of Proceeds with respect to the Second Priority Lien on the Term Loan First Lien Collateral in favor of the ABL Facility Security Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code, except for any objection or opposition that could be asserted by any ABL Facility Secured Party as an unsecured creditor in any such Insolvency or Liquidation Proceeding, if the Term Loan Secured Parties have consented to such sale or disposition of such assets; provided that the ABL Facility Security Agent and the other ABL Facility Secured Parties shall be entitled to seek and exercise Credit Bid Rights in respect of any such sale or disposition.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if any the ABL Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Joint ABL Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash constituting ABL Priority Collateral or proceeds of any Notes Collateral, thereof on which such Joint ABL Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents Lien, or to permit any the ABL Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Term Loan Collateral Agent, on behalf of itself and the Notes Claimholderseach other Term Loan Claimholder, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use or and/or DIP Financing meet which are acceptable to the following requirements: Joint ABL Agent) and to the extent the Liens on any ABL Priority Collateral securing the ABL Obligations are subordinated to or pari passu with such DIP Financing, the Term Loan Collateral Agent will subordinate its Liens in such ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Joint ABL Agent or to the extent permitted by Section 6.3); provided that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Term Loan Collateral Agent and the Notes other Term Loan Claimholders retain 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 in with respect to the Notes ABL Priority Collateral and (other than any Real Estate Assets upon which a Lien has not been perfected), (iiiii) the terms of the such DIP Financing (A) do does not compel the applicable ABL 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 documentation or a related document and document. No Term Loan Claimholder (Bunless such Term Loan Claimholder is also an ABL Claimholder) do not expressly require the liquidation of the Collateral prior to a default under the may provide DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes ABL Grantor secured by Liens on ABL Priority Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to equal or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens senior in the Revolving Credit Primary Collateral priority to the Liens securing such DIP Financing any ABL Obligations. The Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder, agrees that it will not oppose any sale of ABL Priority Collateral free and clear of the Liens of the Term Loan Claimholders conducted in accordance with Section 363 of the Bankruptcy Code (or any equivalent provisions in any other applicable jurisdictions) that has been consented to by the Joint ABL Agent, and all Obligations relating theretoit (i) and will be deemed to have consented to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled sale, (ii) will agree not to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief seek consultation rights in connection therewith and (except, as expressly agreed by iii) shall not have the US Revolving Credit Collateral Agent right to credit bid under Section 363(k) of the Bankruptcy Code with respect to any such sale unless the cash portion of any such bid is sufficient to a cause a Discharge of the ABL Obligations. Nothing in this Agreement shall in any way limit or affect the rights of the ABL Claimholders or the Term Loan Claimholders to the extent permitted by Section 6.3)object to any plan on any basis.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any Grantor other Pledgor Party shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Separate Collateral, ) on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any Grantor other Pledgor Party to obtain financing, whether from the Revolving Credit Claimholders First Lien Secured Parties or any other Person entity, under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the Notes Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, agrees that it will (a) raise no objection to such use of cash collateral (other than the Notes ClaimholdersSeparate Collateral) or DIP Financing; provided (a) that the Second Lien Secured Parties are granted the right to seek adequate protection, and if such adequate protection is not granted, Second Lien Collateral Agent may object to such DIP Financing, or as permitted in Section 6.3 hereof, (b) agrees that notice received two calendar days prior to the entry of an order approving such usage of such cash collateral or approving such financing shall be adequate notice, (c) with respect to any DIP Financing the Second Lien Collateral Agent and Second Lien Secured Parties may object to any DIP Financing when the interest rate, advances rates, lending limits and sublimits are not, as reasonably determined by the First Lien Collateral Agent, commercially reasonable under the circumstances and (d) to the extent the Liens securing the First Lien Obligations are subordinated or pari passu with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto), (y) any adequate protection provided to the First Lien Collateral Agent or the First Lien Secured Parties or (z) any “carve-out” agreed by the First Lien Collateral Agent or First Lien Secured Parties. The Second Lien Collateral Agent on behalf of the Second Lien Secured Parties, agrees that it will raise no objection to or contest such Cash Collateral use oppose a sale or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount other disposition of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iiithe Notes Separate Collateral) the terms free and clear of its Liens or other claims under Section 363 of the DIP Financing (A) do not compel Bankruptcy Code if the applicable Grantor First Lien Secured Parties have consented to seek confirmation such sale or disposition of a specific plan of reorganization for which all or substantially all such assets and the Second Lien Collateral Agent and each other Second Lien Secured Party will be deemed to have consented under Section 363 of the material terms are set forth in Bankruptcy Code (and otherwise) to any sale supported by the DIP Financing documentation or a related document First Lien Secured Parties and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its have released their Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3)assets.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Second Lien Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit First Lien Collateral Agent or to the extent permitted by Section 6.3); provided that, the use of Cash Collateral and the DIP Financing do not modify the terms of this Agreement and that the foregoing shall not prevent the Second Lien Claimholders from (i) objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization or (ii) proposing any other DIP Financing to the Company in any Insolvency or Liquidation Proceeding; provided, further that the Second Lien Collateral Agent and the Second Lien Claimholders 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. The Second Lien Collateral Agent on behalf of the Second Lien Claimholders, agrees that it will raise no objection or oppose a motion to sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such sale or disposition of such assets, and such motion does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “"Cash Collateral” " (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“"DIP Financing”), FINANCING") then the Notes Parity Lien Collateral Agent, on behalf of itself and the Notes Parity Lien Claimholders, agrees that neither it nor any other Parity Lien Claimholder will raise no any objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: is (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amounton commercially reasonable terms, (ii) the Notes Parity Lien Collateral Agent and the Notes Parity Lien Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), and (iii) the terms of the DIP Financing (Aa) do does not compel the applicable Grantor 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 DIP Financing documentation or a related document and or (Bb) do the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iviii) above, the Notes Parity Lien Collateral Agent will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Revolving Credit Primary Collateral (x) to the Liens securing such DIP Financing (and all Obligations relating thereto), (y) and to any “Carve Out” from adequate protections given to the Liens securing such First Lien Claimholders and (z) to any "carve out" provided to any DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for lenders in connection with such the DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit First Lien Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if any Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Directing First Lien Collateral Agent shall agree desire to permit (or not object to) the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy CodeCode or any similar Debtor Relief Law) other than the identifiable cash proceeds of any Notes Collateral, on which the First Lien Collateral Agents or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit (or not object to) any Grantor Obligor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person Person, under Section 364 of the Bankruptcy Code or any similar Bankruptcy Debtor Relief Law (“DIP Financing”), then the Notes then, each Second Lien Collateral Agent, on behalf of itself and the Notes its Related Second Lien Claimholders, agrees that it and its Related Second Lien Claimholders will raise no objection to to, or oppose or contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the Directing First Lien Collateral Agent) and it and its Related Second Lien Claimholders will be deemed to have consented to such Cash Collateral use or DIP Financing meet (including such proposed orders), and to the following requirements: extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (i) the aggregate principal amount and all obligations relating thereto and any customary “carve-out” or administrative charge for professional and United States trustee fees agreed to on behalf of the DIP Financing plus First Lien Claimholders by the aggregate outstanding principal amount of Revolving Credit Directing First Lien Collateral Agent) and to all adequate protection Liens granted to the First Lien Claimholders on the same basis as the Liens securing the Second Lien Obligations plus are subordinated to the aggregate face amount of Liens securing the First Lien Obligations under this Agreement and will not request adequate protection or any letters of credit issued and not reimbursed under other relief in connection therewith (except as expressly agreed by the Revolving Credit Agreement does not exceed Directing First Lien Collateral Agent or to the sum of extent permitted by Section 6.3); provided that the Revolving Credit Cap Amount Second Lien Collateral Agents and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the use of Cash Collateral use or the DIP Financing that are materially prejudicial to their interests require a specific treatment of a claim in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms respect of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation Second Lien Obligations for purposes 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 and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral ordersimilar dispositive restructuring plan, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent solely with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (treatment and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3)not otherwise in violation of this Agreement.

Finance and Sale Issues. (a) Until the Senior Secured Discharge of Revolving Credit Obligations Date has occurred, if the Company or any Grantor other Debtor shall be subject to any Insolvency or Liquidation Proceeding and any Representative for the US Revolving Credit Collateral Agent Senior Secured Obligations (“Senior Secured Representative”) shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which such Senior Secured Representative, the Security Agent or any other Senior Secured Creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents Lien, or to permit the Company or any Grantor other Debtor to obtain financing, whether from the Revolving Credit Claimholders Senior Secured Creditors or any other Person under Section 364 of the US Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), ) then each Second Lien Debt Trustee and the Notes Collateral Security Agent, for itself and on behalf of itself and the Notes Claimholderseach other Second Lien Debt Trustee represented by it, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for such Cash Collateral use or and/or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object which are acceptable to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial Senior Secured Representative) and to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Senior Secured Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Collateral Security Agent will subordinate its Liens in the Revolving Credit Primary Collateral securing the Second Lien Debt Obligations to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from each Second Lien Debt Trustee and the Liens securing such DIP Financing Security Agent, for the benefit itself and on behalf of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingeach other Second Lien Debt Creditor represented by it, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Collateral Agent Instructing Group or to the extent permitted by clause (c) of this Section 6.310.7); provided that the Second Lien Debt Trustee and the other Second Lien Debt Creditors 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. Each Second Lien Debt Trustee and the Security Agent, for itself and on behalf of each other Second Lien Debt Creditor represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the US Bankruptcy Code if the requisite Senior Secured Creditors have consented to such sale, liquidation or other disposition. Each Senior Secured Notes Trustee and the Security Agent, for itself and on behalf of each other Second Lien Debt Creditor represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Senior Secured Creditors have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Second Lien Debt Creditors will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code, so long as such order does not impair the rights of the Second Lien Debt Creditors under Section 363(k) of the US Bankruptcy Code.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the applicable Borrower or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person Person, under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (a “DIP Financing”), ) then the Notes Second Lien Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: Financing; provided, that (ia) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Second Lien Collateral Agent and the Notes Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the such Cash Collateral use or the such DIP Financing that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected)interests, (iiib) the terms of the such DIP Financing (A) do does not compel the applicable Grantor 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 and (Bc) do the documentation for such DIP Financing or Cash Collateral use does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect theretodocumentation. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such a DIP Financing which meets the requirements of clauses (ia) through (ivc) above, the Notes Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit First Lien Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Senior Lien Obligations has occurred, if any Grantor the Company shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent any Senior Lien Representative shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a such Senior Lien has been granted to the US Revolving Credit Representative, such Senior Lien Collateral Agent pursuant to the Revolving Credit Documents or any other creditor has a Lien, or to permit any Grantor the Company to obtain financing, whether from the Revolving Credit Senior Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of itself and the Notes Claimholderseach other Junior Lien Claimholder represented by it, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for either or both such Cash Collateral use or and DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object which are acceptable to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial Senior Lien Representative) and to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Senior Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes each Junior Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing each Junior Lien Representative and each Junior Lien Collateral Agent, for the benefit itself and on behalf of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingeach other Junior Lien Claimholder represented by it, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the US Revolving Credit Collateral Agent Designated Senior Lien Representative or to the extent permitted by Section 6.3); provided that the Junior Lien Representatives and the other Junior Lien Claimholders 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. No Junior Lien Claimholder may provide DIP Financing to the Company secured by Liens equal or senior in priority to the Liens securing any Senior Lien Obligations. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite Senior Lien Claimholders have consented to such sale, liquidation or other disposition. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Senior Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Junior Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such order does not materially impair the rights of the Junior Lien Claimholders under Section 363(k) of the Bankruptcy Code. Notwithstanding any other provision hereof to the contrary, each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, agrees that (A) without the consent of the Senior Lien Claimholders, none of such Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or any agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of the Company or their respective assets that allocates or ascribes any value whatsoever to any of the Restricted Assets and (B) without the consent of the Senior Lien Claimholders, none of such Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or any agent or trustee on behalf of any of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise, challenge, dispute or object, whether directly or indirectly, to any valuation of the Company or its assets, or otherwise take any position with respect to such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Restricted Assets.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Super Priority Obligations has occurred, if the Borrowers or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Super Priority Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the Super Priority Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Borrowers or any other Grantor to obtain financing, whether from the Revolving Credit Super Priority Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), ) then each of the Notes Collateral Agent, on behalf of itself and the Notes Indenture Claimholders, and the Second Priority Agent, on behalf of itself and the Second Lien Claimholders, agrees that (x) it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as (i) such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amountis on commercially reasonable terms, (ii) the Notes Collateral Agent and the Notes Indenture Claimholders and the Second Priority Agent and the Second Lien Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), and (iii) the terms of (a) the DIP Financing (A) do does not compel the applicable Grantor 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 and or (Bb) do the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, order and (ivy) it will not request adequate protection or any Lien on other relief in connection therewith (except, as expressly agreed by the Notes Collateral to secure such DIP Financing is subordinate Super Priority Agent or to the Lien of the Notes Collateral Agent with respect theretoextent permitted by Section 6.3). To the extent the Liens securing the Revolving Credit Super Priority Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iviii) above, each of the Notes Collateral Agent will subordinate and the Second Priority Agent shall be deemed to have subordinated its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Limited Secured Acquisition Obligations has occurred, if any Grantor the Company shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent any Senior Lien Representative shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a such Senior Lien has been granted to the US Revolving Credit Representative, such Senior Lien Collateral Agent pursuant to the Revolving Credit Documents or any other creditor has a Lien, or to permit any Grantor the Company to obtain financingfinancing secured by the Collateral, whether from the Revolving Credit Limited Secured Acquisition Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of itself and the Notes Claimholderseach other Junior Lien Claimholder represented by it, agrees that it will raise no objection not object to or contest such Cash Collateral use or DIP Financing so long as (including any proposed orders for either or both such Cash Collateral use or and DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object which are acceptable to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial Senior Lien Representative) and to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Limited Secured Acquisition Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes each Junior Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing each Junior Lien Representative and each Junior Lien Collateral Agent, for the benefit itself and on behalf of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingeach other Junior Lien Claimholder represented by it, and will not request adequate protection or any other relief in connection therewith with respect to its interests in the Collateral (except, except as expressly agreed by the US Revolving Credit Collateral Agent Designated Senior Lien Representative or to the extent permitted by Section 6.3); provided that the Junior Lien Representatives and the other Junior Lien Claimholders 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 and retain the right to any use of Cash Collateral which constitutes Junior Lien Collateral that is not Collateral or DIP Financing to the extent secured by Junior Lien Collateral that is not Collateral. No Junior Lien Claimholder may provide DIP Financing to the Company secured by Liens equal or senior in priority to the Liens securing any Limited Secured Acquisition Obligations. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite Limited Secured Acquisition Claimholders have consented to such sale, liquidation or other disposition. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Limited Secured Acquisition Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Junior Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such order does not materially impair the rights of the Junior Lien Claimholders under Section 363(k) of the Bankruptcy Code.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit ABL Facility Obligations has occurred, if any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Facility Security Agent shall agree desire to permit the use of “Cash Collateral” cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a constituting ABL Facility First Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Borrower or any other Grantor to obtain financing, whether from the Revolving Credit Claimholders ABL Facility Secured Parties or any other Person entity under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law Law, that is secured by a lien that is (i) senior or pari passu with the liens on the ABL Facility First Lien Collateral securing the ABL Facility Obligations and (ii) junior to the liens on the Term Loan First Lien Collateral securing the Term Loan Obligations (each, an “ABL Facility DIP Financing”), then the Notes Collateral Term Loan Security Agent, on behalf of itself and the Notes ClaimholdersTerm Loan Secured Parties, agrees that it will not oppose or raise no any objection to or contest (or join with or support any third party opposing, objecting or contesting) such Cash use of cash collateral constituting ABL Facility First Lien Collateral use or to the fact that the providers of such ABL Facility DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of may be granted Liens on the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral ABL Facility Security Agent or to the extent permitted by Section 6.33.5(c)) and, the Term Loan Security Agent will subordinate its Liens in the ABL Facility First Lien Collateral to the Liens securing such ABL Facility DIP Financing (and all interest and other obligations relating thereto); provided that (i) the Term Loan Security Agent and the other Term Loan Secured Parties retain a Lien on the Collateral to secure the Term Loan Obligations and, with respect to the Term Loan First Lien Collateral only, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (ii) to the extent that the ABL Facility Security Agent is granted adequate protection in the form of a Lien, the Term Loan Security Agent is permitted to seek a Lien (without objection from the ABL Facility Security Agent or any ABL Facility Secured Party) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with respect to ABL Facility First Lien Collateral, such Lien is junior to the Liens securing such ABL Facility DIP Financing and the ABL Facility Obligations), and (iii) the foregoing provisions of this Section 3.5(a) shall not prevent the Term Loan Security Agent and the Term Loan Secured Parties from objecting to any provision in any ABL Facility DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws. The Term Loan Security Agent, on behalf of the Term Loan Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Facility First Lien Collateral free and clear of its Liens (subject to attachment of Proceeds with respect to the Second Priority Lien on the ABL Facility First Lien Collateral in favor of the Term Loan Security Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code, except for any objection or opposition that could be asserted by any Term Loan Secured Party as an unsecured creditor in any such Insolvency or Liquidation Proceeding, if the Term Loan Secured Parties have consented to such sale or disposition of such assets; provided that the Term Loan Security Agent and the other Term Loan Secured Parties shall be entitled to seek and exercise Credit Bid Rights in respect of any such sale or disposition.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral First Lien Agent shall agree desire to permit (a) the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Agent or any other creditor has a Lien has been granted to or (b) the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents Company or to permit any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Notes Collateral AgentSecond Lien Trustee, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) aboveFinancing, the Notes Collateral Agent Second Lien Trustee will subordinate consent to the subordination of its Liens in on the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral First Lien Agent or to the extent permitted by Section 6.3); provided that, the foregoing shall not prevent the Second Lien Claimholders from (i) objecting to any provision in any DIP Financing setting or otherwise determining the terms of a plan of reorganization which must be or may be included in a plan of reorganization under Section 1123 of the Bankruptcy Code; however, this clause (i) shall not apply with respect to such terms to the extent such terms are contemplated under Section 364 of the Bankruptcy Code or (ii) proposing any other DIP Financing to the Company in any Insolvency or Liquidation Proceeding; provided, further that, the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the First Lien Credit Agreement does not exceed the Cap Amount and the Second Lien Trustee and the Second Lien Claimholders 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. The Second Lien Trustee on behalf of the Second Lien Claimholders, agrees that it will not raise any objection or oppose a motion to sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such sale or disposition of such assets, and such motion does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code (notwithstanding the above, the Second Lien Trustee, on behalf of the Second Lien Claimholders, may object to or otherwise oppose such motion if such motion impairs in any way the rights of the Second Lien Claimholders under Section 363(k)); provided that, the Cap Amount shall be reduced by an amount equal to the net cash proceeds of such sale or other disposition which are used to pay the principal or face amount of the First Lien Obligations.

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent shall shall, acting in accordance with the Revolving Credit Agreement, agree to permit the use of “"Cash Collateral” " (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds Cash Proceeds of any Notes Collateral, Note Lien Collateral on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents Loan Documents; or to permit any Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“"DIP Financing”"), then the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, each Note Lien Claimholder agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amountit is on commercially reasonable terms, (ii) the Notes Collateral Agent and the Notes Note Lien Claimholders retain 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 in the Notes Note Lien Collateral (other than any Real Estate Assets upon which a such Lien has not been perfected), and (iii) the terms of the DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iviii) above, the Notes Collateral Agent each Note Lien Representative will subordinate its any Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until the Discharge of Revolving Credit First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit First Lien Collateral Agent shall agree desire to permit the use of “"Cash Collateral” " (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral), on which the First Lien Collateral Agent or any other creditor has a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit the Company or any other Grantor to obtain financing, whether from the Revolving Credit First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“"DIP Financing”), FINANCING") then the Notes Second Lien Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: is (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amounton commercially reasonable terms, (ii) the Notes Second Lien Collateral Agent and the Notes Second Lien Claimholders retain 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 in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), and (iii) the terms of the DIP Financing (Aa) do does not compel the applicable Grantor 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 DIP Financing documentation or a related document and or (Bb) do the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with respect thereto. To the extent the Liens securing the Revolving Credit First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iviii) above, the Notes Second Lien Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the US Revolving Credit First Lien Collateral Agent or to the extent permitted by Section 6.3).

Finance and Sale Issues. (a) Until The Notes Agent, on behalf of the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, hereby agrees that, until Table of Contents the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral ABL Agent shall agree desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, on which a Lien has been granted to the US Revolving Credit constituting ABL Priority Collateral Agent pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“ABL DIP Financing”) secured by a Lien on ABL Priority Collateral, then any First Lien Claimholder will not be entitled to raise (and will not raise or support any Person in raising), then the Notes Collateral Agentbut instead shall be deemed to have hereby irrevocably and absolutely waived, on behalf of itself any objection to, and the Notes Claimholdersshall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, agrees that it will raise no objection to or contest such Cash Collateral use or ABL DIP Financing (including, except as expressly provided below, that the First Lien Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or ABL DIP Financing meet meets the following requirements: (i) the aggregate principal amount First Lien Agents and the other First Lien Claimholders retain a Lien on the Collateral and, with respect to the Notes Priority Collateral, with the same priority as existed prior to the commencement of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap AmountInsolvency or Liquidation Proceeding, (ii) to the Notes extent that the ABL Agent is granted adequate protection in the form of a Lien, each First Lien Agent is permitted to seek a Lien (without objection from the ABL Agent or any ABL Claimholder) on Collateral Agent and arising after the Notes Claimholders retain commencement of the right Insolvency or Liquidation Proceeding (so long as, with respect to object ABL Priority Collateral, such Lien is junior to any ancillary agreements or arrangements regarding the Cash Collateral use or the Liens securing such ABL DIP Financing that are materially prejudicial to their interests and any other Liens in favor of the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfectedABL Agent), (iii) the terms of the Cash Collateral use or the ABL DIP Financing (A) do not compel the applicable 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 documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) that any Lien on the Notes Priority Collateral to secure such ABL DIP Financing is subordinate to the Lien of each First Lien Agent securing the Notes Collateral Agent First Lien Obligations with respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through thereto and (iv) above, the Notes terms of such ABL DIP Financing or use of Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. Each First Lien Agent shall be required to subordinate and will subordinate its Liens in the Revolving Credit Primary ABL Priority Collateral to the Liens securing such ABL DIP Financing (and all Obligations obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) and to any “Carve Out” from all adequate assurance Liens granted to the Liens securing such DIP Financing for ABL Agent on behalf of the benefit ABL Claimholders and, consistent with the preceding provisions of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financingthis Section 6.01, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by provided in clause (ii) above); provided, however, if the US Revolving Credit Collateral Agent or Liens securing the ABL DIP Financing rank junior to the extent permitted by Section 6.3)Liens securing the ABL Obligations, each First Lien Agent shall be required to subordinate its Liens in the ABL Priority Collateral to the Liens securing such ABL DIP Financing.