Common use of Adequate Protection Clause in Contracts

Adequate Protection. Notwithstanding the foregoing provisions in this Section 6, in any Insolvency Proceeding, if any Priority Secured Creditor (or any subset thereof) is granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateral

Adequate Protection. Notwithstanding The Prepetition Agent and the foregoing provisions in this Section 6, in any Insolvency ProceedingPrepetition Lenders are hereby provided with the following forms of adequate protection (which the Postpetition Lender acknowledges is acceptable to it) solely to protect against the diminution of value, if any Priority Secured Creditor any, of the Prepetition Collateral: (or any subset thereofa) is granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) As adequate protection of the respective interests of the Junior Secured Creditors in such Priority Collateral Prepetition Agent and Prepetition Lenders in the form Prepetition Collateral, the Borrower shall immediately upon entry of (i) a replacement Lien on this Final Order commence making the additional collateral subject to the Senior Adequate Protection Payments as and when due. (b) As adequate protection of the respective interests of the Prepetition Agent and Prepetition Lenders in the Prepetition Collateral, the Prepetition Agent shall be entitled to replacement Liens on all of the Postpetition Collateral (the “Junior Adequate Protection Liens”) (which are hereby granted to the Prepetition Agent), which Junior Adequate Protection subject and junior only to the Postpetition Liens, if granted, will be subordinate to all Non-Primed Liens (other than but only to the extent such Non-Primed Liens (including Senior Adequate Protection Liens) on Collateral that, were senior in priority to the Prepetition Liens as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain seniorPetition Date) and the Carve-Out. To the extent any Cash Collateral was used by the Borrower prior to the date hereof, andbut after the Petition Date, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations adequate protection provided pursuant to this Final Order (including, without limitation, the Senior Adequate Protection Liens) shall also apply to provide the Prepetition Agent and the Prepetition Lenders with adequate protection against any diminution in their interests in the Prepetition Collateral resulting from such use of such Cash Collateral prior to the date hereof. Except as provided in this Final Order with respect to the Postpetition Liens, the Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor Borrower’s Prepetition Collateral or Postpetition Collateral shall not be subject to or pari passu with any Lien on the Priority Secured Creditor’s Priority Postpetition Collateral securing by any order subsequently entered in the Junior Obligations are so subordinated under this Agreement Chapter 11 Cases (provided that any failure for the avoidance of doubt, the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair extend to avoidance actions or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1proceeds thereof). (c) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior The Adequate Protection Liens granted pursuant to subparagraph (b) above shall be deemed to be perfected automatically upon entry of this Final Order, without the necessity of the filing of any UCC-1 financing statement, state or federal notice, mortgage or other adequate protection similar instrument or replacement liens, document in any state or any superpriority claims under Section 507(bpublic record or office and without the necessity of taking possession or “control” (within the meaning of the Uniform Commercial Code) of any Postpetition Collateral or Prepetition Collateral. (d) The Borrower and the Bankruptcy CodeGuarantor shall provide the Prepetition Agent and the Committee with copies of all reports (including the DIP Budget), information and other materials delivered to the Postpetition Lender pursuant to the DIP Financing Term Sheet or the other Postpetition Financing Documents and such other reports, information and materials as reasonably requested by such Prepetition Agent. (e) The Prepetition Agent and Prepetition Lenders shall have the right to terminate their consent to the use of their Cash Collateral by the Borrower upon the Borrower’s failure to timely make any payment specified in respect subparagraph (a) of this Paragraph to or on behalf of the interests of the Existing Notes Creditors in any CollateralPrepetition Agent or Prepetition Lenders.

Adequate Protection. The Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by either First Lien Agent or the other First Lien Secured Parties for adequate protection or any adequate protection provided to either First Lien Agent or the other First Lien Secured Parties or (b) any objection by either First Lien Agent or any other First Lien Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts to either First Lien Agent or any other First Lien Secured Party on account of the First Lien Obligations (other than Excess First Lien Obligations) under Section 506(b) of the Bankruptcy Code or otherwise. Notwithstanding the foregoing provisions anything contained in this Section 6and in Section 6.3(b), in any Insolvency Proceeding, if any Priority Second Lien Secured Creditor (Parties may seek or any subset thereof) is granted accept adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form consisting of (ix) a replacement Lien on the additional collateral subject Common Collateral, subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority First Lien Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting such DIP Financing)) Financing on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Second Lien Obligations are so subordinated to the First Lien Obligations under this Agreement Agreement, (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (iiy) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(bto the First Lien Secured Parties and (z) subject to the right of the Bankruptcy Code First Lien Secured Parties to object thereto, the Priority payment of post-petition interest at the pre-default rate, fees and expenses (provided, in the case of this clause (z), that the First Lien Secured Creditors Parties have been granted adequate protection in the form of post-petition interest at a rate no lower than the pre-default rate and the payment of their fees and expenses). In the event the Second Lien Agent, on account behalf of itself and the Second Lien Secured Parties, seeks or accepts adequate protection in accordance with the above provisions of this Section 6.5 and such adequate protection is granted in the form of additional collateral, then the Second Lien Agent, on behalf of itself or any of the Priority Second Lien Secured Parties, agrees that each First Lien Agent shall also be granted a senior Lien on such additional collateral as security for the First Lien Obligations or and any such DIP Financing and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any such DIP Financing and any other Liens granted under Section 364(c)(1) of to the Bankruptcy Code First Lien Secured Parties as adequate protection, with respect such subordination to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided be on the same terms that the inability other Liens securing the Second Lien Obligations are subordinated to the Liens securing the First Lien Obligations under this Agreement. The Second Lien Agent, on behalf of itself and the Junior other Second Lien Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers Parties, agrees that except as expressly set forth in this Section 6.2. No Existing Notes Creditors Section, none of them shall seek any Junior Adequate Protection Liens or other accept adequate protection or replacement liens, or any superpriority claims under Section 507(b) without the prior written consent of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralFirst Lien Agents.

Adequate Protection. The Subordinated Holder Representative and the other Subordinated Holders agree that they shall not object to, contest, or support any other Person objecting to or contesting, (a) any request by the Senior Agent or the Senior First Priority Secured Parties for adequate protection or any adequate protection provided to the Senior Agent or the other Senior First Priority Secured Parties, (b) any objection by the Senior Agent or any other Senior First Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts to the Senior Agent or any other Senior First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding anything to the foregoing provisions contrary in this Section 6Agreement, in any Insolvency Proceeding, (i) if any the Senior First Priority Secured Creditor Parties (or any subset thereofof them) is are granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lienadditional collateral or super priority claims in connection with any DIP Financing or use of cash collateral, and the Junior Senior First Priority Secured Creditors (other than Parties do not object to the adequate protection being provided to them, then the Subordinated Holder Representative and any Existing Notes Creditors) of the Subordinated Holders may seek (and the Priority Secured Creditors may not oppose) or accept adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral solely in the form of (iA) a replacement Lien on the such additional collateral subject collateral, subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens Indebtedness and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting such DIP Financing)) Financing on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are Subordinated Indebtedness is so subordinated to the Senior Indebtedness under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (iiB) superpriority super priority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority super priority claims granted under Section 507(b) of the Bankruptcy Code to the Senior First Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash CollateralParties; provided, as applicable); provided however, that the inability of the Junior Secured Creditors Subordinated Holder Representative shall have irrevocably agreed, pursuant to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Subordinated Holders, in respect any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event the Subordinated Holder Representative, on behalf of itself and the Subordinated Holders, seeks or accepts adequate protection in accordance with clause (a) above and such adequate protection is granted in the form of additional collateral, then the Subordinated Holder Representative, on behalf of itself or any of the interests Subordinated Holders, agrees that the Senior Agent shall also be granted a senior Lien on such additional collateral as security for the Senior Indebtedness and any such DIP Financing and that any Lien on such additional collateral securing the Subordinated Indebtedness shall be subordinated to the Liens on such collateral securing the Senior Indebtedness and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Subordinated Indebtedness are subordinated to such Senior Indebtedness under this Agreement. The Subordinated Holder Representative, on behalf of itself and the Subordinated Holders, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection without the prior written consent of the Existing Notes Creditors in any CollateralSenior Agent.

Adequate Protection. Notwithstanding (a) The Purchaser agrees that, prior to the Senior Debt Obligations Payment Date, so long as the Senior Debt Representative and the other Senior Debt Secured Parties comply with Section 5.4(b), it shall not object, contest, or support any other Person objecting to or contesting, (i) any request by the Senior Debt Representative or the other Senior Debt Secured Parties for adequate protection of its interest in the Collateral or any adequate protection provided to the Senior Debt Representative or the other Senior Debt Secured Parties or (ii) any objection by the Senior Debt Representative or any other Senior Debt Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Collateral or (iii) the payment of interest, fees, expenses or other amounts to the Senior Debt Representative or any other Senior Debt Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or similar provision of any other applicable Insolvency Law; provided that any action described in the foregoing provisions clauses (i) and (ii) does not violate Section 5.2. The Purchaser, further agrees that, prior to the Senior Debt Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or similar provision of any other applicable Insolvency Law that is senior to or on a parity with the Senior Debt Liens for costs or expenses of preserving or disposing of any Senior Debt Priority Collateral. Notwithstanding anything to the contrary set forth in this Section 6and in Section 5.2(a)(i)(y), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(a)(i)(x) and Section 5.3), in any Insolvency Proceeding, if any Priority the Senior Debt Secured Creditor Parties (or any subset thereof) is are granted adequate protection in respect consisting of its interests in its additional collateral that constitutes Senior Debt Priority Collateral (a “with replacement liens on such additional collateral) and superpriority claims in connection with any Senior Adequate Protection Lien”) Debt DIP Financing or use of cash collateral, and the Senior Debt Secured Parties do not object to the adequate protection being provided to them, then in connection with any such Senior Debt DIP Financing or use of cash collateral the Purchaser, may, as adequate protection of their interests in the form of a replacement LienSenior Debt Priority Collateral, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek or accept (and the Priority Senior Debt Representative and the Senior Debt Secured Creditors may Parties shall not opposeobject to) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form consisting solely of (ix) a replacement Lien on the same additional collateral subject collateral, subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Senior Debt Obligations (including, without limitation, the and such Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting Debt DIP Financing)) Financing on the same basis as the other Royal Gold Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Senior Debt Priority Collateral securing the Junior Obligations are so subordinated to the Senior Debt Obligations under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (iiy) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under to the Senior Debt Secured Parties, provided, however, that the Purchaser shall have irrevocably agreed, pursuant to Section 507(b1129(a)(9) of the Bankruptcy Code or similar provision of any other applicable Insolvency Law in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the Priority Secured Creditors on account allowed amount of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateralsuch claims.

Adequate Protection. Notwithstanding (a) Until the foregoing provisions in this Section 6Discharge of Superpriority Secured Obligations, in any Insolvency Proceedingsubject to the Specified Rights, if any no First Priority Secured Creditor Party or Second Priority Secured Party shall contest (i) any request by the Superpriority Secured Parties for adequate protection (or any subset thereofcomparable relief), (ii) is any objection by the Superpriority Secured Parties to any motion, etc. based on the Superpriority Secured Parties claiming a lack of adequate protection (or any comparable relief) or (iii) the payment of interest, fees, expenses or other amounts to or for the benefit of any Representative of Superpriority Secured Obligations or other Superpriority Secured Party. However, (a) if the Superpriority Secured Parties are granted adequate protection (or any comparable relief) in respect the form of its interests additional collateral in its connection with any DIP Financing, then the First Priority Collateral Secured Parties and the Second Priority Secured Parties may seek adequate protection (a “Senior Adequate Protection Lien”or any comparable relief) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the such additional collateral subject subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Superpriority Secured Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting such DIP Financing)) Financing on the same basis as the other Liens securing the First Priority Secured Obligations or the Second Priority Secured Obligations, as applicable, are so subordinated to the Superpriority Secured Obligations under this Agreement, and (b) in the event any Superpriority Secured Party is granted adequate protection (or any comparable relief) in the form of a superpriority claim, then the Junior First Priority Secured Creditor Parties and the Second Priority Secured Parties may seek adequate protection (or any comparable relief) in the form of a junior superpriority claim, subordinated to the superpriority claim granted to the Superpriority Secured Parties. (b) Until the Discharge of First Priority Secured Obligations, subject to the Specified Rights, no Second Priority Secured Party shall contest (i) any request by the First Priority Secured Parties for adequate protection (or any comparable relief) or (ii) any objection by the First Priority Secured Parties to any motion, etc. based on the First Priority Secured Creditor’s Parties claiming a lack of adequate protection (or any comparable relief) or (iii) the payment of interest, fees, expenses or other amounts to or for the benefit of any Representative of First Priority Collateral Secured Obligations or other First Priority Secured Party. However, (a) if the First Priority Secured Parties are granted adequate protection (or any comparable relief) in the form of additional collateral in connection with any DIP Financing, then the Second Priority Secured Parties may seek adequate protection (or any comparable relief) in the form of a Lien on such additional collateral subordinated to the Liens securing the Junior First Priority Secured Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Secured Obligations are so subordinated to the First Priority Secured Obligations under this Agreement and (provided that b) in the event any failure First Priority Secured Party is granted adequate protection (or any comparable relief) in the form of a superpriority claim, then the Term Loan Creditors Second Priority Secured Parties may seek adequate protection (or Revolving Creditors any comparable relief) in the form of a junior superpriority claim, subordinated to obtain such Junior Adequate Protection Liens the superpriority claim granted to the First Priority Secured Parties. (c) Nothing herein shall not limit or impair or otherwise affect the agreements, undertakings and consents rights of the Term Loan Creditors or Revolving Creditors any AerCap Party from requesting adequate protection pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1363(e) of the Bankruptcy Code with respect to any debtor-in-possession financing Equipment (whether or not constituting DIP Financing) or use of its cash collateral as defined in Section 1110 (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(ba)(3) of the Bankruptcy Code, in respect of ) subject to the interests of the Existing Notes Creditors in any CollateralAerCap Lease Documents.

Adequate Protection. Notwithstanding the foregoing provisions (a) Except as expressly provided in this Agreement (including Section 66.01 and this Section 6.09), nothing in this Agreement shall limit the rights of any Agent and the Secured Parties represented thereby from seeking or requesting adequate protection with respect to their interests in the applicable Collateral in any Insolvency Proceeding, if including adequate protection in the form of payments, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that any Junior Priority Secured Creditor (Agent, on behalf of itself or any subset thereof) is granted of the Junior Priority Creditors represented thereby, seeks or requests adequate protection in respect of its interests in its the relevant Junior Priority Collateral (a “Senior Adequate Protection Lien”) Obligations and such adequate protection is granted in the form of a replacement LienLien on additional collateral, then each Junior Priority Agent, on behalf of itself and the Junior Secured Priority Creditors represented thereby, agrees that (other than any Existing Notes Creditorsi) may seek (each Senior Priority Agent shall also be granted a senior Lien on such collateral as security for the Senior Priority Obligations owing to such Senior Priority Agent and the Senior Priority Secured Creditors Parties represented thereby, and that any Lien on such collateral securing the Junior Priority Obligations shall be junior to any Lien on such collateral securing the Senior Priority Obligations and (ii) each other Junior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Junior Priority Obligations owing to such other Junior Priority Agent and the Junior Priority Secured Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Junior Priority Obligations (except as may not opposebe separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby), and (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the interests of the Junior Secured Creditors in Senior Priority Obligations and such Priority Collateral adequate protection is granted in the form of a Lien on additional collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that (i) each other Senior Priority Agent shall also be granted a replacement pari passu Lien on the additional such collateral subject to as security for the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as Priority Obligations owing to such Junior other Senior Priority Agent and the Senior Priority Secured CreditorParties represented thereby, is its and that any such Lien on such collateral securing such Senior Priority Collateral, in which the Liens of the Junior Secured Creditor Obligations shall remain senior, and, for clarity, be pari passu to each such other than any Liens Lien on such collateral securing the Existing Notes Obligations) securing the such other Senior Priority Obligations (includingexcept as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, without limitation, in each case on behalf of itself and the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1Parties represented thereby) and (ii) superpriority claims each Junior Priority Agent shall also be granted a junior Lien on such collateral as security for the Junior Priority Obligations owing to such other Junior Priority Agent and the Junior Priority Secured Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be junior to each Lien on such collateral securing Senior Priority Obligations. (b) Any claim by any Junior Priority Secured Party under Section 507(b) of the Bankruptcy Code junior will be subordinate in all respects right of payment to the superpriority claims granted any claim of any Senior Priority Secured Party under Section 507(b) of the Bankruptcy Code and any payment thereof will be deemed to the be Proceeds of Collateral, provided that, any such Junior Priority Secured Creditors on account of any of the Priority Obligations or granted under Party will be deemed to have agreed pursuant to Section 364(c)(11129(a)(9) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under such Section 507(b) claims may be paid under a Plan of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors Reorganization in any Collateralform having a value on the effective date of such Plan of Reorganization equal to the allowed amount of such claims.

Adequate Protection. Notwithstanding In consideration for the foregoing provisions Debtors’ use of the Prepetition Collateral (including Cash Collateral), and to protect the Prepetition Secured Parties against any Diminution in Value of their respective interests in the Prepetition Collateral, the Prepetition Secured Parties shall receive, subject to the Intercreditor Agreements, the following adequate protection: (a) RBL Adequate Protection Liens. Pursuant to sections 361, 363(e) and 364(d) of the Bankruptcy Code, the Prepetition Senior Secured Collateral Agent, for the benefit of the Prepetition RBL Secured Parties, immediately upon entry of this Section 6Interim Order and effective as of the Petition Date, is hereby granted continuing, valid, binding, enforceable and automatically perfected postpetition security interests and liens on all DIP Collateral (the “RBL Adequate Protection Liens”) (i) to the extent of any Diminution in Value and (ii) to the extent of any Insolvency Proceeding, if remaining unpaid portion of any Priority Secured Creditor Prepetition RBL Obligations (including any indemnity claims arising after the Petition Date and any Prepetition RBL Obligations subsequently reinstated after the repayment thereof because such payment (or any subset portion thereof) is granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (required to be returned or repaid and the Priority Secured Creditors may liens securing the Prepetition RBL Obligations shall not oppose) adequate protection of the have been avoided), which security interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject and liens will be junior only to the Senior DIP Liens, the Permitted Prior Liens and the Carve Out, and shall be senior in priority to all other liens, including the Junior DIP Liens, the FLMO Adequate Protection Liens (as defined below), the “Junior FLLO Adequate Protection Liens”Liens (as defined below), which Junior the Second Lien Adequate Protection Liens (as defined below) and the Prepetition Liens; provided, that the RBL Adequate Protection Liens, if granted, will the rights and remedies with respect thereto and the right to receive DIP Collateral and proceeds therefrom shall be subordinate subject in all respects to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens terms and conditions of the Junior Secured Creditor shall remain seniorCollateral Agency Agreement, and, without limiting the foregoing or any other terms of the Collateral Agency Agreement, any DIP Collateral proceeds distributed on account of the RBL Adequate Protection Liens shall be made in accordance with the Allocation Provisions contained in Section 3.06 of the Collateral Agency Agreement. Except for claritywith respect to the Senior DIP Liens, other than any the Permitted Prior Liens securing and the Existing Notes Obligations) securing the Priority Obligations (including, without limitationCarve Out, the Senior Adequate Protection Liens shall not be made subject to or pari passu with any lien or security interest heretofore or hereinafter granted or created in any of the Chapter 11 Cases or any Successor Cases and shall be valid and enforceable against the Debtors, their estates and any “carve-out” agreed to by successors thereto, including, without limitation, any trustee appointed in any of the Priority Secured Creditors and Chapter 11 Cases or any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis Successor Cases until such time as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Prepetition RBL Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior discharged. The RBL Adequate Protection Liens shall not impair be subject to sections 549 or otherwise affect the agreements, undertakings and consents 550 of the Term Loan Creditors Bankruptcy Code. No lien or Revolving Creditors interest avoided and preserved for the benefit of the estates pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) section 551 of the Bankruptcy Code junior in all respects shall be pari passu with or senior to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior RBL Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralLiens.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 6, in (a) In any Insolvency Proceedingor Liquidation Proceeding involving a Grantor: (i) the Notes Agent agrees that no Note Claimholder will, except as expressly described herein, seek adequate protection on account of its Lien on the ABL Priority Collateral other than in the form of junior priority Liens; and (ii) the ABL Agent agrees that no ABL Claimholder will, except as expressly described herein, seek adequate protection on account of its Lien on the Notes Priority Collateral other than in the form of junior priority Liens. (b) In any Insolvency or Liquidation Proceeding involving a Grantor: (i) if any Priority Secured Creditor (one or any subset thereof) is more ABL Claimholders are granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLien (on existing or future assets of Grantors), then the Junior Secured Creditors (other than any Existing ABL Agent agrees that the Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) Agent shall also be entitled to seek, without objection from ABL Claimholders, adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien (on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”such existing or future assets of Grantors), which Junior Adequate Protection Liensreplacement Lien, if grantedobtained, will shall (x) if such assets consist of ABL Priority Collateral, be subordinate to all the Liens (other than Liens on such ABL Priority Collateral securing the ABL Obligations (including Senior Adequate Protection Liensthose under a DIP Financing) on the same basis as other Liens on ABL Priority Collateral that, as securing Note Obligations are subordinate to Liens on ABL Priority Collateral securing ABL Obligations under this Agreement and (y) if such Junior Secured Creditor, is its assets consist of Notes Priority Collateral, in which be senior to the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens on such Notes Priority Collateral securing the Existing ABL Obligations on the same basis as other Liens on Notes Obligations) Priority Collateral securing the Note Obligations are senior to the Liens on Notes Priority Collateral securing ABL Priority Obligations under this Agreement; (includingii) if any one or more Note Claimholders are granted adequate protection in the form of a replacement Lien (on existing or future assets of Grantors), then the Notes Agent agrees that the ABL Agent shall also be entitled to seek, without limitationobjection from the Note Claimholders, adequate protection in the Senior Adequate Protection form of a replacement Lien (on such existing or future assets of Grantors), which replacement Lien, if obtained, will (x) if such assets consist of Notes Priority Collateral, be subordinate to Liens on such Notes Priority Collateral securing Note Obligations on the same basis as other Liens on Notes Priority Collateral securing ABL Obligations are subordinate to Liens on Notes Priority Collateral securing the Note Obligations under this Agreement and any “carve-out” agreed (y) if such assets consist of ABL Priority Collateral, be senior to by the Liens on such ABL Priority Secured Creditors and any Liens Collateral securing debtor-in-possession financing (whether or not constituting DIP Financing)) the Note Obligations on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s ABL Priority Collateral securing the Junior ABL Obligations are so subordinated senior to Liens on ABL Priority Collateral securing Note Obligations under this Agreement Agreement; (provided that any failure iii) if and to the extent additional or replacement Liens are insufficient to provide adequate protection of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents interests of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims Note Claimholders in the ABL Priority Collateral, then the Note Claimholders may assert a claim under Section 507(b) of the U.S. Bankruptcy Code junior in all respects to the superpriority claims granted amount of any such insufficiency; provided, however, that, any such claim under Section 507(b) shall be subordinate in right of payment of any claim under Section 507(b) of the Bankruptcy Code ABL Claimholders, if the Discharge of ABL Priority Obligations does not occur upon the effective date of the plan of reorganization for, or conclusion of, the Insolvency or Liquidation Proceeding, then the Note Claimholders agree that any such claim they hold under Section 507(b) arising from any lack of adequate protection of their interests in ABL Priority Collateral may be satisfied under a Plan of Reorganization in any combination of payment or property having a value as of the effective date of such plan equal to the allowed amount of such claim under Section 507(b) arising from any lack of adequate protection of their interests in ABL Priority Secured Creditors on account of any Collateral; (iv) if and to the extent such additional or replacement Liens are insufficient to provide adequate protection of the Priority Obligations or granted under Section 364(c)(1) interests of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash ABL Claimholders in the Notes Priority Collateral, as applicable); provided that then the inability of the Junior Secured Creditors to receive ABL Claimholders may assert a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims claim under Section 507(b) of the U.S. Bankruptcy CodeCode in the amount of any such insufficiency; provided, however, that, any such claim under Section 507(b) shall be subordinate in respect right of payment of any claim under Section 507(b) of Note Claimholders arising from any lack of adequate protection of their interests in Notes Priority Collateral and, if the Discharge of Note Obligations does not occur upon the effective date of the interests Plan of Reorganization for, or conclusion of, the Insolvency or Liquidation Proceeding, then the ABL Claimholders agree that any such claim they hold under Section 507(b) may be satisfied under a plan of reorganization in any combination of payment or property having a value as of the Existing effective date of such plan equal to the allowed amount of such claim under Section 507(b) arising from any lack of adequate protection of their interests in Notes Creditors Priority Collateral; (v) if any one or more ABL Claimholders are granted adequate protection in the form of an expense of administration claim in connection with any DIP Financing or use of Cash Collateral with respect to their interest in the ABL Priority Collateral, then the ABL Agent agrees that the Notes Agent shall also be entitled to seek, without objection from the ABL Claimholders, adequate protection in the form of an expense of administration claim, which administration claim, if obtained, shall be subordinate in right of payment to such administration claim of the ABL Claimholders; and (vi) if any one or more Note Claimholders are granted adequate protection in the form of an expense of administration claim in connection with any DIP Financing or use of Cash Collateral with respect to their interest in the Notes Priority Collateral, then the Notes Agent agrees that ABL Agent shall also be entitled to seek, without objection from Note Claimholders, adequate protection in the form of an expense of administration claim, which administration claim, if obtained, shall be senior in right of payment to such administration claim of the Note Claimholders. (c) Neither the Notes Agent nor any other Note Claimholder shall object to, oppose, or challenge any claim by the ABL Agent or any ABL Claimholder for allowance in any CollateralInsolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees, or expenses. (d) Neither the ABL Agent nor any other ABL Claimholder shall object to, oppose, or challenge any claim by the Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post-petition interest, fees, or expenses.

Adequate Protection. (a) With respect to each Type of Common Collateral, the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that none of them shall object to, contest, or support any other Person objecting to or contesting, (i) any request by the First Priority Representative or any other First Priority Secured Party for adequate protection, including, without limitation, in the form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or other amounts or (ii) any objection by the First Priority Representative or any other First Priority Secured Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection to the First Priority Secured Parties. Notwithstanding the foregoing provisions anything contained in this Agreement (but subject to Section 65.4(b) after the First Priority Obligations Payment Date but before the Second Priority Obligations Payment Date), in any Insolvency Proceeding, if any the Second Priority Representative and the other Second Priority Secured Creditor (Parties and the Third Priority Representative and the other Third Priority Secured Parties, in each case with respect to each Type of Common Collateral, may seek, support, accept or any subset thereof) is granted retain adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral solely in the form of (iu) a replacement Permitted Cash Adequate Protection Payments in accordance with Section 5.4(c), (v) an Adequate Protection Lien on the additional collateral subject collateral, subordinated to the Senior Adequate Protection First Priority Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any and Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) Financing on the same basis as the other Second Priority Liens of the Junior Secured Creditor on the and Third Priority Secured Creditor’s Priority Collateral securing the Junior Obligations Liens are so subordinated to the First Priority Liens under this Agreement Agreement, (provided that any failure of w) only if the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreementsFirst Priority Secured Parties are granted superpriority claims, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(bto the First Priority Secured Parties, (x) payment of the Bankruptcy Code fees and expenses of the Second Priority Secured Parties and the Third Priority Secured Parties, (y) any form of adequate protection that is consistent with the priorities set forth in this Agreement and (z) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, including, without limitation, the provision of information and the ability to monitor such Common Collateral. With respect to each Type of Common Collateral, in the event any Second Priority Secured Party or any Third Priority Secured Party receives adequate protection in the form of Adequate Protection Liens, then the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, or the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, as the case may be, (i) consents to the First Priority Representative having a senior Adequate Protection Lien on such additional collateral as security for the First Priority Obligations and that any Adequate Protection Liens granted to the Second Priority Secured Creditors Parties and Third Priority Secured Parties, as the case may be, on account of any additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any DIP Financing (and all obligations relating thereto) and any Adequate Protection Liens granted to the First Priority Secured Parties, with such subordination to be on the same terms that the other Second Priority Liens are subordinated to such First Priority Liens under this Agreement or that the other Third Priority Liens are subordinated to such First Priority Liens and the Second Priority Liens under this Agreement and (ii) agrees that, if the bankruptcy court does not grant the First Priority Secured Parties a senior Adequate Protection Lien on such additional collateral, then the Second Priority Secured Parties or Third Priority Secured Parties, as the case may be, shall be deemed to hold and have held their Adequate Protection Lien on such additional collateral for the benefit of the First Priority Secured Parties (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1) and, until the First Priority Obligations Payment Date, any distributions in respect of such additional collateral received by the Second Priority Secured Parties or Third Priority Secured Parties shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations. Upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations, as the case may be, purported to be satisfied by such distributions shall be immediately reinstated in full as though such payment had never occurred. (b) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date, the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that none of them shall object to, contest, or support any other Person objecting to or contesting, (i) any request by the Second Priority Representative or any other Second Priority Secured Party for adequate protection, including, without limitation, in the form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or other amounts or (ii) any objection by the Second Priority Representative or any other Second Priority Secured Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection to the Second Priority Secured Parties. Notwithstanding anything contained in this Agreement, in any Insolvency Proceeding after the First Priority Obligations Payment date but before the Second Priority Obligations Payment Date, (i) the Third Priority Representative and the other Third Priority Secured Parties may seek, support, accept or retain adequate protection solely in the form of (u) Permitted Cash Adequate Protection Payments in accordance with Section 5.4(c), (v) an Adequate Protection Lien on additional collateral, subordinated to the Second Priority Liens and Liens securing any DIP Financing on the same basis as the Third Priority Liens are so subordinated to the Second Priority Liens under this Agreement, (w) only if the Second Priority Secured Parties are granted superpriority claims, superpriority claims junior in all respects to the superpriority claims granted to the Second Priority Secured Parties, (x) payment of fees and expenses payable to the Third Priority Secured Parties, (y) any form of adequate protection that is consistent with the priorities set forth in this Agreement and (z) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, including, without limitation, the provision of information and the ability to monitor such Common Collateral. With respect to each Type of Common Collateral, in the event any Third Priority Secured Party receives adequate protection in the form of Adequate Protection Liens on additional collateral, then the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, (i) consents to the Second Priority Representative having a senior Adequate Protection Lien on such additional collateral as security for the Second Priority Obligations and that any Adequate Protection Lien granted to the Third Priority Secured Parties on any additional collateral shall be subordinated to the Liens on such collateral securing the Second Priority Obligations and any DIP Financing (and all obligations relating thereto) and any Adequate Protection Liens granted to the Second Priority Secured Parties, with such subordination to be on the same terms that the other Third Priority Liens are subordinated to such Second Priority Liens under Section 364(c)(1this Agreement and (ii) agrees that, if the bankruptcy court does not grant the Second Priority Secured Parties a senior Adequate Protection Lien on such additional collateral, then the Third Priority Secured Parties shall be deemed to hold and have held their Adequate Protection Lien on such additional collateral for the benefit of the Bankruptcy Code with Second Priority Secured Parties (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1) and any distributions in respect of such additional collateral received by the Third Priority Secured Parties shall be segregated and held in trust and promptly turned over to the Second Priority Representative to repay the Second Priority Obligations. Upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Third Priority Obligations purported to be satisfied by the payment of such distributions shall be immediately reinstated in full as though such payment had never occurred. (c) With respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use each Type of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Common Collateral, if the First Priority Secured Parties are granted as applicableadequate protection current cash payments at least equal to Post-Petition Interest accruing at the applicable non-default rate on the First Priority Obligations, the Second Priority Secured Parties may seek, support, accept or retain as adequate protection current cash payments in an amount equal to Post-Petition Interest accruing at the applicable non-default rate on the Second Priority Obligations (the “Second Priority Permitted Cash Adequate Protection Payments”); provided that the inability consent of the Junior Second Priority Secured Creditors to receive a Lien on actions under Chapter 5 Parties to, and the agreement of the Bankruptcy Code Second Priority Secured Parties not to object or proceeds thereof support any objection to, the use of such Common Collateral, any DIP Financing and any adequate protection provided to the First Priority Secured Parties as provided in Section 5.2 shall not affect remain in full force and effect even if the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall Second Priority Secured Parties seek any Junior such Second Priority Permitted Cash Adequate Protection Liens Payments and whether or other not such Second Priority Permitted Cash Adequate Protection Payments are granted by the bankruptcy court. With respect to each Type of Common Collateral, if the Second Priority Secured Parties are granted as adequate protection Second Priority Permitted Cash Adequate Protection Payments, the Third Priority Secured Parties may seek, support, accept or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateralretain as adequate protection current cash payments

Adequate Protection. Until the Discharge of First Priority Obligations has occurred, the Second Priority Secured Parties agree that none of them shall contest (or support any other Person contesting) (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection, (b) any objection by the First Priority Representative or any other First Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (c) assert or support or enforce any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoing provisions in this Section 6foregoing, in any Insolvency Proceeding, (i) if any the First Priority Secured Creditor (or any subset thereof) is Parties are granted adequate protection in respect the form of its interests additional collateral or superpriority claims in its connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar Bankruptcy Law, then the Second Priority Collateral Representative (a “Senior Adequate Protection Lien”A) may seek or request adequate protection in the form of a replacement LienLien on such additional collateral and superpriority claim, which Lien and superpriority claim is subordinated to the Junior Secured Creditors (other than any Existing Notes Creditors) may seek Liens securing and claims with respect to the First Priority Obligations and such DIP Financing (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)obligations relating thereto) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Second Priority Obligations are so subordinated to the Liens securing the First Priority Obligations under this Agreement and (provided B) agrees that it will not seek or request, and will not accept, adequate protection in any failure other form, except if obtained by the First Priority Secured Parties, the Second Priority Secured Parties shall have the right to seek adequate protection in the form of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreementscash payments for fees and expenses only, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(bin the event the Second Priority Representative seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then the Second Priority Representative and the Second Priority Secured Parties agree that the First Priority Secured Parties shall also be granted a senior Lien on such additional collateral as security for the applicable First Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing Second Priority Obligations shall be subordinated to the Liens on such collateral securing First Priority Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the holders of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the First Priority Secured Creditors Parties as adequate protection on account of any of the same basis as the other Liens securing the Second Priority Obligations or granted are so subordinated to such Liens securing the First Priority Obligations under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralAgreement.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 66.2, in any Insolvency Proceeding, if any Priority Secured Creditor the First Lien Creditors (or any subset thereof) is are granted adequate protection in respect the form of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLiens, the Junior Secured Second Lien Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured First Lien Creditors may not oppose) adequate protection of their interests in the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority First Lien Obligations (including, without limitation, the Senior Adequate Protection Liens and any reasonable “carve-out” agreed to by the Priority Secured Creditors First Lien Agent or the other First Lien Creditors) and any Liens securing debtor-in-possession financing (whether or not constituting the DIP Financing)) Financing on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Second Lien Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Second Lien Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Second Lien Creditors pursuant to Section 6.16.2(a)) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured First Lien Creditors on account of any of the Priority First Lien Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting the DIP Financing) Financing or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable)provided above; provided that the inability of the Junior Secured Second Lien Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes To the extent that the First Lien Creditors shall seek any Junior Adequate Protection Liens or other are receiving post-petition interest and/or adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors payments in any CollateralInsolvency Proceeding, the Second Lien Creditors may seek comparable post-petition interest and/or adequate protection payments in any such Insolvency Proceeding without any requirement to turn the same over to the First Lien Creditors, and the First Lien Creditors may oppose motions for post petition interest and/or adequate protection payments (but, if granted, may not oppose such payments).

Adequate Protection. Notwithstanding Subject to the foregoing provisions in this of Section 6, in any Insolvency Proceeding5.2, if any Priority Loan Party becomes subject to any Insolvency Proceeding in the United States prior to the Senior Obligations Payment Date: (i) if any of the Senior Secured Creditor (or any subset thereof) is Parties are granted adequate protection in respect the form of its interests in its Priority Collateral an additional Lien or a replacement Lien on existing or future assets of any Loan Party (a “Senior Adequate Protection Lien”) other than any adequate protection granted to the ABL Secured Parties in the form of an additional Lien or a replacement LienLien on Excluded Collateral) in connection with any “DIP financing” or use of cash collateral, and the Senior Secured Parties do not object to such adequate protection being provided to them, then the Senior Representative agrees that the Junior Representative shall also be entitled to seek, without objection from the Senior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) Parties, adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) an additional Lien or a replacement Lien (on such existing or future assets of the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”applicable Loan Party), which additional or replacement Lien of the Junior Adequate Protection LiensRepresentative, if grantedobtained, will shall be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Senior Obligations (including, without limitation, the Senior Adequate Protection Liens and any including those under a “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)financing”) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated subordinate to the Senior Obligations under this Agreement (provided that any failure of Agreement; provided, however, that, the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens Representative shall not impair or otherwise affect the agreementshave irrevocably agreed, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Junior Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims; (ii) if any of the Junior Secured Parties request adequate protection in the form of an additional Lien or a replacement Lien (on existing or future assets of any Loan Party), then the Junior Representative agrees that the Junior Representative and/or the Junior Secured Parties shall not accept such adequate protection unless the Senior Representative shall also be granted or offered such an adequate protection Lien on existing or future assets of such Loan Party as security for the Senior Obligations and that any such adequate protection Lien on such existing or future assets securing the Junior Obligations shall be subordinated to the Liens on such assets securing the Senior Obligations on the same basis as the other Liens securing the Junior Obligations are subordinated to the Senior Obligations under this Agreement; provided that, if for any reason such senior Lien on such additional collateral is not granted to the Senior Representative, then the Junior Representative agrees that all such adequate protection Liens granted to the Junior Representative shall be held for the benefit of the Senior Secured Parties and the Junior Secured Parties according to the relative priorities established by this Agreement for the Common Collateral, and that all payments, distributions and proceeds at any time received by the Junior Representative in respect of such adequate protection Liens shall be received in trust and paid over and allocated first to the interests Senior Representative and then to the Junior Representative in the manner provided by this Agreement with respect to the Common Collateral until such time as the Senior Obligations shall have been paid or satisfied in full; (iii) if any of the Senior Secured Parties request and are granted adequate protection in the form of a super-priority claim (other than with respect to the “Foreign Secured Obligations” (as defined in the Existing Notes Creditors ABL Agreement)) in connection with any “DIP financing” or use of cash collateral (other than cash collateral granted to any of the ABL Secured Parties that constitutes Excluded Collateral), then the Senior Representative agrees that the Junior Representative shall also be entitled to seek, without objection from the Senior Secured Parties, adequate protection in the form of a super-priority claim, which super-priority claim of the Junior Representative, if obtained, shall be subordinate to the super-priority claims of the Senior Representative on the same basis as the other claims of the Junior Secured Parties are subordinate to the claims of the Senior Secured Parties under this Agreement; provided, however, except as the Senior Representative may reasonably agree, the Junior Representative, and by virtue of accepting the Junior Obligations, the Junior Secured Parties, agree that they shall not accept such adequate protection in the form of a super-priority claim unless the Senior Representative shall also be granted or offered adequate protection in the form of a super-priority claim, which super-priority claim, if obtained, shall be subordinate to the super-priority claim of the Senior Secured Parties; provided, however, that, the Junior Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Junior Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any confirmed and consummated plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims, or otherwise in cash in the event the Loan Parties do not confirm and consummate any such plan; and (iv) if any of the Junior Secured Parties are granted adequate protection in the form of a super-priority claim, then the Junior Representative agrees that the Senior Representative shall also be granted or offered adequate protection in the form of a super-priority claim, which super-priority claim shall be senior to the super-priority claim of the Junior Secured Parties; provided that, if for any reason such senior super-priority claim on such additional collateral is not granted to the Senior Representative, then the Junior Representative agrees that all such adequate protection super-priority claims granted to the Junior Representative shall be held for the benefit of the Senior Secured Parties and the Junior Secured Parties according to the relative priorities established by this Agreement for the Common Collateral, and that all payments, distributions and proceeds at any time received by the Junior Representative in respect of such adequate protection super-priority claims shall be received in trust and paid over and allocated first to the Senior Representative and then to the Junior Representative in the manner provided by this Agreement with respect to the Common Collateral, until such time as the Senior Obligations have been paid or satisfied.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 6, in In any Insolvency Proceeding, if any Priority Secured Creditor the Senior Lenders (or any subset thereof) is are granted adequate protection in respect the form of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) Liens, the Junior Creditors may seek adequate protection of their interests in the Collateral in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the Collateral and any additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations Senior Debt (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors Senior Agent or the other Senior Lenders) and any Liens securing debtor-in-possession financing (whether or not constituting any DIP Financing)) Financing on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations Debt are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Junior Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Junior Creditors pursuant to Section 6.1) 2.3(d)). The Junior Creditors may not seek adequate protection payments in any Insolvency Proceeding without the prior written consent of the Senior Agent, and the Senior Lenders may oppose any adequate protection payments proposed to be made by any Obligor to the Junior Creditors; provided, however, the Junior Creditors may seek Distributions under clause (ii) superpriority claims under Section 507(bf) of the Bankruptcy Code junior definition of Permitted Subordinated Debt Payments in all respects an aggregate amount not to exceed $250,000 in any trailing twelve month period (which trailing twelve month period may include periods occurring prior to an Insolvency Proceeding) ending on and including the date on which any such Distribution is being sought by the Junior Creditors. Furthermore, in the event that any Junior Creditor actually receives any adequate protection payments in any Insolvency Proceeding other than with the prior written consent of the Senior Agent, the same shall be segregated and held in trust and promptly paid over to the superpriority claims granted under Section 507(b) Senior Agent, for the benefit of the Bankruptcy Code Senior Lenders, in the same form as received, with any necessary endorsements, and each Junior Creditor hereby authorizes the Senior Agent to make any such endorsements as agent for the Priority Secured Junior Agent and the Junior Creditors on account (which authorization, being coupled with an interest, is irrevocable) to be held and/or applied by Senior Agent in accordance with the terms of the Senior Debt Documents until of all Senior Debt is Finally Paid before any of the Priority Obligations same shall be made to one or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability more of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements Creditors, and waivers set forth each Junior Creditor irrevocably authorizes, empowers and directs any debtor, debtor in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens possession, receiver, trustee, liquidator, custodian, conservator or other adequate protection Person having authority, to pay or replacement liens, or any superpriority claims under Section 507(b) of otherwise deliver all such payments to the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralSenior Agent.

Adequate Protection. Notwithstanding Each of the foregoing provisions in this Section 6, Second Lien Collateral Agent and each other Second Lien Secured Party agrees that it will not file or prosecute in any Insolvency Proceeding, if or Liquidation Proceeding any Priority Secured Creditor motion or request for adequate protection (or any subset thereofcomparable request for relief) is granted or raise any objection to or otherwise oppose DIP Financing or use of Cash Collateral consented to by the First Lien Collateral Agent based upon their respective security interests, or lack of adequate protection of their interest, in respect the Common Collateral, except that: (1) provided that if the First Lien Collateral Agent on behalf of its interests the First Lien Secured Parties has been granted in its Priority Collateral (a “Senior Adequate Protection Lien”) the Insolvency or Liquidation Proceeding adequate protection in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a an additional or replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) and/or a superpriority claims administrative claim arising under Section 507(b) of the Bankruptcy Code or otherwise, any of them may freely seek and obtain relief granting, as applicable, a junior additional or replacement Lien co-extensive in all respects with, but subordinated to, all adequate protection Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the First Lien Secured Parties, and/or a junior superpriority administrative claim subordinated to all adequate protection superpriority administrative claims granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the First Lien Secured Parties (and the First Lien Collateral Agent and the First Lien Secured Parties will not object to the granting of such a junior Lien or superpriority claims granted under Section 507(badministrative claim); (2) to the extent that any order of the Bankruptcy Code Court provides that the First Lien Secured Parties are entitled to receive adequate protection in the Priority form of payments in the amount of current post-petition interest, incurred fees and/or expenses or other cash payments, or otherwise with the consent of the First Lien Collateral Agent, then the Second Lien Collateral Agent and the Second Lien Secured Creditors on account Parties shall not be prohibited from seeking adequate protection in the form of such payments in the amount of current post-petition interest, incurred fees and expenses or other cash payments in the applicable Insolvency or Liquidation Proceeding; and (3) any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to them may freely seek and obtain any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive relief upon a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other motion for adequate protection or replacement liens, (or any superpriority claims under Section 507(b) comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralFirst Lien Obligations.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 6, in In any Insolvency Proceeding, if any Priority Secured Creditor the Revolving Lender (or any subset thereof) is granted adequate protection in the form of a replacement Lien in respect of its interests in its Revolving Credit Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien), the Junior Secured Creditors (other than any Existing Notes Creditors) BFI may seek (and the Priority Secured Creditors Revolving Lender may not oppose) adequate protection of BFI’s interests in the interests of the Junior Secured Creditors in such Revolving Credit Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including in Term Loan Priority Collateral or a Senior Adequate Protection Liens) on Collateral that, as Lien granted to such Junior Secured Creditor, is its BFI in respect of the Term Loan Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Revolving Credit Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)Revolving Lender) on the same basis as the other Non-Priority Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations BFI are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority super-priority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority super-priority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors Revolving Lender on account of any of the Priority Obligations or granted under Section 364(c)(1) Revolving Credit Obligations. Except as expressly set forth above, BFI shall not seek replacement liens, post-petition interest and/or adequate protection payments in any Insolvency Proceeding in respect of the Bankruptcy Code with Revolving Credit Priority Collateral, and the Revolving Lender may oppose any payments proposed to be made by any Revolving Borrower or other Obligor or the Revolving Credit Obligations to BFI in respect to any debtorof BFI’s Non-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Priority Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall any replacement lien not affect the agreements and waivers set forth in complying with this Section 6.2. No Existing Notes Creditors In no event shall the Revolving Lender seek any Junior Adequate Protection Liens or other adequate protection or accept a replacement liens, or any superpriority claims under Section 507(b) Lien consisting of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any a Lien on Term Loan Priority Collateral.

Adequate Protection. (i) The Junior Priority Agent, on behalf of itself and the other Junior Priority Secured Parties, agrees that none of them shall contest (or support any other Person contesting) (A) any request by the Senior Priority Agent or the other Senior Priority Secured Parties for adequate protection with respect to any Senior Priority Collateral or (B) any objection by the Senior Priority Agent or the other Senior Priority Secured Parties to any motion, relief, action or proceeding based on the Senior Priority Agent or the other Senior Priority Secured Parties claiming a lack of adequate protection with respect to the Senior Priority Collateral. ​ (ii) Notwithstanding the foregoing provisions in this Section 62.5(c), in any Insolvency or Liquidation Proceeding, (A) if any the Senior Priority Secured Creditor Parties (or any subset thereof) is are granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLien on additional collateral in connection with any DIP Financing, then the Junior Priority Agent, on behalf of itself or any of the other Junior Priority Secured Creditors (other than any Existing Notes Creditors) Parties, may seek (and the Priority Secured Creditors may not oppose) or request adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the such additional or replacement collateral subject and (1) to the extent any Lien so granted to the Junior Priority Secured Parties (or any subset thereof) in accordance with this clause (A) is on Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which such Lien will be subordinated to the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Senior Priority Obligations and such DIP Financing (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)all obligations relating thereto) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Senior Priority Collateral securing the Junior Priority Obligations are so subordinated to the Senior Priority Obligations under this Agreement Agreement, and (2) to the extent any Lien so granted to the Senior Priority Secured Parties (or any subset thereof) in accordance with this clause (A) is on Junior Priority Collateral, such Lien will be subordinated to the Liens securing the Junior Priority Obligations on the same basis as the other Liens on Junior Priority Collateral securing the Senior Priority Obligations are so subordinated to the Junior Priority Obligations under this Agreement; and (B) in the event the Junior Priority Agent, on behalf of itself and the other Junior Priority Secured Parties, seeks or requests adequate protection in respect of Senior Priority Collateral securing Junior Priority Obligations and such adequate protection is granted in the form of additional or replacement collateral, then the Junior Priority Agent, on behalf of itself or any of the other Junior Priority Secured Parties, agrees that the Senior Priority Agent shall also be granted a senior Lien on such additional or replacement collateral as security for the Senior Priority Obligations and for any such DIP Financing provided by the Senior Priority Secured Parties and that any failure of Lien on such additional collateral securing the Term Loan Creditors or Revolving Creditors Junior Priority Obligations shall be subordinated to obtain the Liens on such Junior Adequate Protection Liens shall not impair or otherwise affect collateral securing the agreements, undertakings Senior Priority Obligations and consents of any ​ ​ ​ such DIP Financing provided by the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1Senior Priority Secured Parties (and all obligations relating thereto) and to any other Liens granted to the Senior Priority Secured Parties as adequate protection on the same basis as the other Liens on Senior Priority Collateral securing the Junior Priority Obligations are so subordinated to the Senior Priority Obligations under this Agreement. ​ (iiiii) Each Senior Priority Agent may seek, without objection from the Junior Priority Secured Parties, adequate protection with respect to the Senior Priority Secured Parties’ rights in the Senior Priority Collateral in the form of periodic cash payments payable from such Senior Priority Collateral or the proceeds of Senior Priority DIP Financing. Except as provided in the immediately preceding sentence, no Agent or Secured Party may seek cash adequate protection payments without the consent of each Senior Priority Agent. (iv) Any adequate protection granted in favor of any Senior Priority Secured Party in the form of a superpriority claims or other administrative expense claim and any claim in favor of any Senior Priority Secured Party arising under Section 507(b) of the Bankruptcy Code junior (or similar Bankruptcy Law) (“Senior 507(b) Claims”), shall be pari passu with the grant of adequate protection in all respects to favor of the other Senior Priority Secured Parties in the form of a superpriority claims granted or other administrative expense claim and any Senior 507(b) Claims in favor of such other Senior Priority Secured Parties. Any claim arising under Section 507(b) of the Bankruptcy Code to the (or similar Bankruptcy Law) in favor of any Junior Priority Secured Creditors on account of any of Party shall be pari passu with the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims arising under Section 507(b) of the Bankruptcy CodeCode (or similar Bankruptcy Law) in favor of the other Junior Priority Secured Parties (collectively, “Junior 507(b) Claims”), and all Junior 507(b) Claims shall be junior and subordinate in right of payment to the Senior 507(b) Claims and the holders of the Junior 507(b) Claims agree that, in respect connection with any plan of reorganization in such Insolvency or Liquidation Proceeding, such Junior 507(b) Claims may be paid in any combination of cash, securities, or other property having a present value equal to the amount of such Junior 507(b) Claims as of the interests effective date of confirmation of such plan. (v) Except as otherwise expressly provided herein, without the consent of the Existing Notes Creditors Senior Priority Agent, no Junior Priority Agent or other Junior Priority Secured Parties may seek any other adequate protection with respect to their rights in any the Collateral. ​

Adequate Protection. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under the applicable Junior Priority Debt Facility, agrees that none of them shall object to, contest or support any other Person objecting to or contesting (a) any request by any Senior Priority Representative or any other Senior Priority Secured Parties for adequate protection, (b) any objection by any Senior Priority Representative or any other Senior Priority Secured Party to any motion, relief, action or proceeding based on any Senior Priority Representative's or other Senior Priority Secured Party's claiming a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts of any Senior Priority Representative or any other Senior Priority Secured Party under Section 506(b) or Section 506(c) of the Bankruptcy Code or any similar provision of any other applicable Debtor Relief Law. Notwithstanding the foregoing provisions anything contained in this Section 66.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if any the Senior Priority Secured Creditor Parties (or any subset thereof) is are granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLien on additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other applicable Debtor Relief Law, then each other Junior Priority Representative, for itself and on behalf of each other Junior Priority Secured Party under the applicable Junior Secured Creditors (other than any Existing Notes Creditors) Priority Debt Facility, may seek (and the Priority Secured Creditors may not oppose) or request adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (ias applicable) a replacement Lien on the such additional collateral subject or a superpriority claim, which Lien is subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the or providing adequate protection for all Senior Priority Obligations and such DIP Financing (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)all obligations relating thereto) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Priority Obligations are so subordinated to the Liens securing Senior Priority Obligations under this Agreement (provided that and/or which superpriority claim is subordinated to all superpriority claims granted to any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) Senior Priority Secured Party and (ii) superpriority claims under Section 507(b(1) in the event any Junior Priority Representatives, for themselves and on behalf of the Bankruptcy Code junior Junior Priority Secured Parties under the applicable Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in all respects the form of a Lien on additional or replacement collateral, then such Junior Priority Representatives, for themselves and on behalf of each other Junior Priority Secured Party under the applicable Junior Priority Debt Facilities, agree that each Senior Priority Representative shall also be granted a Senior Priority Lien on such additional or replacement collateral as security or adequate protection for the Senior Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing or providing adequate protection for the Junior Priority Obligations shall be subordinated to the Liens on such collateral securing the Senior Priority Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement, and (2) in the event any Junior Priority Representatives, for themselves and on behalf of the other Junior Priority Secured Parties under their Junior Priority Debt Documents, seek or request adequate protection and such adequate protection is granted in the form of a superpriority claim, then such Junior Priority Representatives, for themselves and on behalf of each other Junior Priority Secured Party under the applicable Junior Priority Debt Facilities, agree that each Senior Priority Representative shall also be granted a senior superpriority claim as adequate protection for the Senior Priority Obligations and any such DIP Financing and that any such superpriority claim providing adequate protection for the Junior Priority Obligations shall be subordinated to all superpriority claims granted under Section 507(b) to the Senior Priority Secured Parties. Without limiting the generality of the Bankruptcy Code foregoing, subject to Section 6.11, to the extent that the Senior Priority Secured Creditors Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Junior Priority Representatives, for themselves and on account of any behalf of the other Junior Priority Obligations or granted Secured Parties under Section 364(c)(1) the applicable Junior Priority Debt Facilities, shall not be prohibited from seeking adequate protection in the form of payments in the Bankruptcy Code with respect to any debtoramount of current post-in-possession financing petition incurred fees and expenses, and/or other cash payments (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that , subject to the inability right of the Junior Senior Priority Secured Creditors Parties to receive a Lien on actions under Chapter 5 object to the reasonableness of the Bankruptcy Code or proceeds thereof shall not affect the agreements amounts of fees and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens expenses or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of cash payments so sought by the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralJunior Priority Secured Parties.

Adequate Protection. Notwithstanding The Subordinate Creditor, agrees that it will not object, contest, or support any other Person objecting to or contesting, (a) any request by the foregoing provisions in this Section 6, in any Insolvency Proceeding, if any Priority Secured Creditor (Senior Representative or the other Senior Creditors for adequate protection or any subset thereofadequate protection provided to the Senior Representative or the other Senior Creditors or (b) is any objection by the Senior Representative or any other Senior Creditors to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts to the Senior Representative or any other Senior Creditor under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. If the Senior Creditors are granted adequate protection consisting of additional collateral (with replacement liens on such additional collateral) and superpriority claims in respect connection with any DIP Financing or use of its interests cash collateral, and the Senior Creditors do not object to the adequate protection being provided to them, then in its Priority Collateral (a “Senior Adequate Protection Lien”) in connection with any such DIP Financing or use of cash collateral the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) Subordinate Creditor may seek (and the Priority Secured Creditors may not oppose) or accept adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form consisting solely of (ix) a replacement Lien on the same additional collateral subject collateral, subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Senior Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting such DIP Financing)) Financing on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Subordinate Obligations are so subordinated to the Senior Obligations under this Agreement Agreement, (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (iiy) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash CollateralSenior Creditors; provided, as applicable); provided however, that the inability of the Junior Secured Creditors Subordinate Creditor shall have irrevocably agreed, pursuant to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b1129(a)(9) of the Bankruptcy Code, in respect any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event the Subordinate Creditor seeks or accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then the Subordinate Creditor agrees that the Senior Representative shall also be granted a senior Lien on such additional collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Subordinate Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Creditors as adequate protection, with such subordination to be on the same terms that the other Liens securing the Subordinate Obligations are subordinated to such Senior Obligations under this Agreement. The Subordinate Creditor, agrees that (A) except as expressly set forth in this Section it will not seek or accept adequate protection or (B) without the prior consent of the interests of the Existing Notes Creditors in Senior Representative, seek to provide any CollateralDIP Financing.

Adequate Protection. Notwithstanding (A) To the foregoing provisions in this Section 6extent appropriate and necessary, in any Insolvency Proceeding, if any Priority Secured Creditor (or any subset thereof) is granted as adequate protection of their interest in respect the Prepetition Collateral, including for any diminution in the value of its the Prepetition Collateral resulting from the Debtors' use, sale or lease of the Prepetition Collateral, the imposition of the automatic stay, the priming of the Prepetition Liens and the Prepetition Agent's and the Prepetition Lenders' consent to the Carve-Out, the Prepetition Agents and Prepetition Lenders are hereby granted (i) monthly cash payments comprised of interest on the Prepetition Loans, advances and letter of credit reimbursement obligations, letter of credit fees, accrued and unpaid fees, expenses and any out-of-pocket expense reimbursements owing on or after the Petition Date to the Prepetition Agent under the Prepetition Credit Agreement, until such time as all Prepetition Indebtedness is indefeasibly paid in full, provided that no Event of Default has occurred and is continuing under the SCB DIP LC Agreement or the Lehman DIP Credit Agreement; and (ii) Adequate Protection Liens in th▇ ▇▇▇▇ of additional and replacement security interests in its Priority and liens on the DIP Collateral (a “Senior and Adequate Protection Lien”) Superpriority Claims in the form of a replacement Lien, superpriority claims equivalent in scope to those granted to the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (DIP Agents and the Priority Secured Creditors may not opposeLenders under the DIP Facilities and this Second Interim Order, such Adequate Protection Liens and Adequate Protection Superpriority Claims being junior only to (x) the Postpetition Liens and Superpriority Claims granted in this Second Interim Order with respect to the DIP Obligations, and (y) any perfected and non-avoidable security interests and liens to which the Postpetition Liens are junior, in all cases subject to the Carve-Out; and (B) to the extent appropriate and necessary, as adequate protection of its interest in the interests prepetition Receivables Collateral and the prepetition Commodities Collateral, including for any diminution in the value of the Junior Secured Creditors in such Priority prepetition Receivables Collateral and the prepetition Commodities Collateral resulting from the Debtors' use, sale or lease of the prepetition Receivables Collateral or the prepetition Commodities Collateral and the imposition of the automatic stay, SCTSC is hereby granted (i) Adequate Protection Liens in the form of (i) a additional and replacement Lien security interests in and liens on the additional collateral subject DIP Collateral and Adequate Protection Superpriority Claims in the form of superpriority claims equivalent in scope to those granted to the Senior Adequate Protection Liens (DIP Agents and the “Junior Adequate Protection Liens”)Lenders under the DIP Facilities and this Second Interim Order, which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Superpriority Claims being junior only to (x) the Postpetition Liens shall not impair or otherwise affect and Superpriority Claims granted in this Second Interim Order with respect to the agreementsDIP Obligations, undertakings and consents of (y) any perfected and non-avoidable security interests and liens to which the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) Postpetition Liens are junior; and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code Adequate Protection Receivables Lien and the Adequate Protection Commodities Lien such Adequate Protection Receivables Lien and Adequate Protection Commodities Lien being junior in all respects only to the superpriority claims Postpetition Liens and Superpriority Claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code in this Second Interim Order with respect to any debtor-in-possession financing (whether or not constituting the DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralObligations.

Adequate Protection. (a) Each Secured Counterparty agrees that it shall not object, contest, or support any other Person objecting to or contesting (i) any request by any Credit Agreement Representative or any Credit Agreement Secured Parties for adequate protection from the Credit Agreement Primary Collateral and cash collateral therefrom, (ii) any objection by any Credit Agreement Representative or any other Credit Agreement Secured Parties to any motion, relief, action, or proceeding based on a claim of a lack of adequate protection from the Credit Agreement Primary Collateral and cash collateral therefrom, or (iii) the payment of interest, fees, expenses or other amounts to any Credit Agreement Representative or any other Credit Agreement Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoing provisions anything contained in this Section 6and in Section 6.2, in any Insolvency Proceeding, Proceeding (A) if any Priority Credit Agreement Secured Creditor Parties (or any subset thereof) is are granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lienadditional Credit Agreement Primary Collateral or superpriority claims in any Credit Agreement Primary Collateral in connection with any DIP Financing or use of cash collateral, the Junior then each Secured Creditors (other than any Existing Notes Creditors) Counterparty may seek (and the Priority Secured Creditors may not oppose) or accept adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral collateral solely in the form of (i1) a replacement Lien on the such additional collateral subject collateral, subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Credit Agreement Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting such DIP Financing)) Financing on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Secured Counterparty Obligations are so subordinated to the Liens securing the Credit Agreement Obligations under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii2) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted to the Credit Agreement Secured Parties, and (B) if any Secured Counterparty seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral that is Credit Agreement Primary Collateral, then such Secured Counterparty agrees that each Credit Agreement Representative shall also be granted a senior Lien on such additional collateral as security for such Credit Agreement Representative’s Credit Agreement Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Secured Counterparty Obligations shall be subordinated to the Liens on such collateral securing the Credit Agreement Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted in the Credit Agreement Primary Collateral and cash collateral therefrom to the Credit Agreement Secured Parties as adequate protection on the same basis as the other Liens securing the Secured Counterparty Obligations are subordinated to such Credit Agreement Obligations under this Agreement. (b) Each Credit Agreement Representative agrees on its behalf and on the behalf of its respective Credit Agreement Secured Parties that it shall not object, contest, or support any other Person objecting to or contesting (i) any request by any Secured Counterparty for adequate protection from the Secured Counterparty Primary Collateral and cash collateral therefrom, (ii) any objection by any Secured Counterparty to any motion, relief, action, or proceeding based on a claim of a lack of adequate protection from the Secured Counterparty Primary Collateral and cash collateral therefrom, or (iii) the payment of interest, fees, expenses or other amounts to any Secured Counterparty under Section 507(b506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding anything contained in this Section and in Section 6.2, in any Insolvency Proceeding (A) if any Secured Counterparties (or any subset thereof) are granted adequate protection in the form of additional Secured Counterparty Primary Collateral or superpriority claims in any Secured Counterparty Primary Collateral in connection with any use of cash collateral, then each Credit Agreement Secured Party may seek or accept adequate protection in such collateral solely in the form of a replacement Lien on such additional collateral, subordinated to the Priority Liens securing the Secured Creditors Counterparty Obligations on account the same basis as the other Liens securing the Credit Agreement Obligations are so subordinated to the Liens securing the Secured Counterparty Obligations under this Agreement and (B) if any Credit Agreement Secured Party seeks or requests adequate protection and such adequate protection is granted in the form of any additional collateral that is Secured Counterparty Primary Collateral, then such Credit Agreement Representative on behalf of the Priority applicable Credit Agreement Secured Parties agrees that each Secured Counterparty shall also be granted a senior Lien on such additional collateral as security for such Secured Counterparty’s Secured Counterparty Obligations and that any Lien on such additional collateral securing the Credit Agreement Obligations shall be subordinated to the Liens on such collateral securing the Secured Counterparty Obligations (and all Obligations relating thereto) and any other Liens granted in the Secured Counterparty Primary Collateral and cash collateral therefrom to the Secured Counterparties as adequate protection on the same basis as the other Liens securing the Credit Agreement Obligations are subordinated to such Secured Counterparty Obligations under this Agreement. (c) Each Secured Counterparty agrees that it shall not object, contest, or granted support any other Person objecting to or contesting (i) any request by any other Secured Counterparty for adequate protection from such other Secured Counterparty’s Secured Counterparty Primary Collateral and cash collateral therefrom, (ii) any objection by any such other Secured Counterparty to any motion, relief, action, or proceeding based on a claim of a lack of adequate protection from such Secured Counterparty Primary Collateral and cash collateral therefrom, or (iii) the payment of interest, fees, expenses or other amounts to such other Secured Counterparty under Section 364(c)(1506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding anything contained in this Section and in Section 6.2, in any Insolvency Proceeding (A) if any Primary Secured Counterparty is granted adequate protection in the form of additional Secured Counterparty Primary Collateral or superpriority claims in any Secured Counterparty Primary Collateral in connection with respect any use of cash collateral, then each Secondary Secured Counterparty may seek or accept adequate protection in such collateral solely in the form of a replacement Lien on such additional collateral, subordinated to the Liens securing the Secured Counterparty Obligations of the Primary Secured Counterparty on the same basis as the other Liens securing the Secured Counterparty Obligations of the Secondary Secured Counterparty are so subordinated to the Liens securing the Secured Counterparty Obligations of the Primary Secured Counterparty under this Agreement and (B) if any Secondary Secured Counterparty seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral that is Secured Counterparty Primary Collateral of another Secured Counterparty, then the Secondary Secured Counterparty agrees that the Primary Secured Counterparty shall also be granted a senior Lien on such additional collateral as security for such Primary Secured Counterparty’s Secured Counterparty Obligations and that any Lien on such additional collateral securing the Secured Counterparty Obligations of the Secondary Secured Counterparty shall be subordinated to the Liens on such collateral securing the Secured Counterparty Obligations of the Primary Secured Counterparty and any other Liens granted in the Secured Counterparty Primary Collateral of the Primary Secured Counterparty and cash collateral therefrom to the Primary Secured Counterparty as adequate protection on the same basis as the other Liens securing the Secondary Secured Counterparty’s Secured Counterparty Obligations are subordinated to such Primary Secured Counterparty’s Secured Counterparty Obligations under this Agreement. (d) Sowood agrees that it shall not object, contest, or support any other Person objecting to or contesting (i) any request by any Credit Agreement Representative or any Credit Agreement Secured Parties or any Secured Counterparty for adequate protection from the Collateral and cash collateral therefrom, (ii) any objection by any Credit Agreement Representative or any other Credit Agreement Secured Parties or any Secured Counterparty to any debtor-in-possession financing motion, relief, action, or proceeding based on a claim of a lack of adequate protection from the Collateral and cash collateral therefrom, or (whether iii) the payment of interest, fees, expenses or not constituting DIP Financingother amounts to any Credit Agreement Representative or any other Credit Agreement Secured Party or any Secured Counterparty under Section 506(b) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 506(c) of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth otherwise. Notwithstanding anything contained in this Section and in Section 6.2. No Existing Notes Creditors shall seek , in any Junior Adequate Protection Liens Insolvency Proceeding (A) if any Credit Agreement Secured Parties (or other any subset thereof) or any Secured Counterparties (or any subset thereof) are granted adequate protection in the form of additional Collateral or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralCollateral in connection with any DIP Financing or use of cash collateral, then Sowood may seek or accept adequate protection in such collateral solely in the form of (1) a replacement Lien on such additional collateral, subordinated to the Liens securing the Credit Agreement Obligations and the Secured Counterparty Obligations and such DIP Financing on the same basis as the other Liens securing the Sowood Obligations are so subordinated to the Liens securing the Credit Agreement Obligations and the Secured Counterparty Obligations under this Agreement and (2) superpriority claims junior in all respects to the superpriority claims granted to the Credit Agreement Secured Parties or the Secured Counterparties, and (B) Sowood seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then Sowood agrees that each Credit Agreement Representative and each Secured Counterparty shall also be granted a senior Lien on such additional collateral as security for such Credit Agreement Representative’s Credit Agreement Obligations or such Secured Counterparty’s Secured Counterparty Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Sowood Obligations shall be subordinated to the Liens on such collateral securing the Credit Agreement Obligations and the Secured Counterparty Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted in the Collateral and cash collateral therefrom to the Credit Agreement Secured Parties and the Secured Counterparties as adequate protection on the same basis as the other Liens securing the Sowood Obligations are subordinated to such Credit Agreement Obligations and the Secured Counterparty Obligations under this Agreement.

Adequate Protection. The Junior Trustee, the Junior Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior Creditors, agree that none of them shall contest (or support any other Person contesting) (a) any request by the Senior Trustee, the Senior Collateral Agent or the Senior Creditors for adequate protection or (b) any objection by the Senior Trustee, the Senior Collateral Agent or the Senior Creditors to any motion, relief, action or proceeding based on Senior Trustee’s, the Senior Collateral Agent’s or the Senior Creditors’ claiming a lack of adequate protection. Notwithstanding the foregoing provisions in this Section 6foregoing, in any Insolvency or Liquidation Proceeding, if any Priority Secured Creditor (i) the Junior Trustee on behalf of itself and the Junior Creditors, may seek or any subset thereof) is granted request adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLien on additional collateral, provided that the Senior Creditors are granted a Lien on such additional collateral before or at the same time the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) are granted a replacement Lien on the additional such collateral subject and that such Lien shall be subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors DIP Financing permitted under Section 6.1 (and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)all Obligations relating thereto) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations Claims are so subordinated to the Liens securing the First-Lien Indebtedness under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims in the event that the Junior Trustee, on behalf of itself or any Junior Creditor, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral securing the Junior Claims, such Liens shall be subordinated to the Liens on such collateral securing the First-Lien Indebtedness and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Creditors as adequate protection on the same basis as the other Liens securing the Junior Claims are so subordinated to such Liens securing the Senior Claims under Section 507(b) this Agreement and such additional collateral shall be included in and be part of the Bankruptcy Code junior Common Collateral. Except as provided in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateralthis Section, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien Trustee and the Junior Collateral Agent, on actions under Chapter 5 behalf of themselves and the Bankruptcy Code Junior Creditors, further agree that they will not seek or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek accept any Junior Adequate Protection Liens or other payments of adequate protection or replacement liens, or any superpriority claims payments under Bankruptcy Code Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateral362(d)(3)(B).

Adequate Protection. Notwithstanding the foregoing provisions in this Section 6, in any Insolvency Proceeding, if any Priority The Notes Secured Creditor (or any subset thereof) is granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) Parties may seek (and the Priority Secured Creditors may not oppose) adequate protection of their interests in the interests of the Junior Secured Creditors in such Notes Priority Collateral in the form of (i) a replacement Lien on the such additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”)or replacement collateral, which Junior Adequate Protection LiensLien, if granted, will be senior or subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) Revolving Loan Debt on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations Notes Debt are so senior or subordinated under this Agreement (provided that provided, that, any failure of the Term Loan Creditors or Revolving Creditors Notes Secured Parties to obtain such Junior Adequate Protection Liens adequate protection shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors Notes Secured Parties pursuant to Section 6.16.1(a)). The Revolving Loan Secured Parties may seek adequate protection of their interests in the Revolving Loan Priority Collateral in the form of a Lien on such additional or replacement collateral, which Lien, if granted, will be senior or subordinate to the Liens securing the Notes Debt on the same basis as the other Liens securing the Revolving Loan Debt are so senior or subordinated under this Agreement (provided, that, any failure of the Revolving Loan Secured Parties to obtain such adequate protection shall not impair or otherwise affect the agreements, undertakings and consents of the Revolving Loan Secured Parties pursuant to Section 6.1(b)). In the event any Notes Secured Party seeks or requests such adequate protection in respect of Liens on Revolving Loan Priority Collateral securing Notes Debt, then viii) such adequate protection shall be limited to a Lien on additional or replacement Collateral, and ix) the Revolving Loan Secured Parties may seek and obtain, and each Notes Secured Party hereby consents to the granting of, a Lien on such additional or replacement Collateral as security for the Revolving Loan Debt and such Lien securing Revolving Loan Debt shall be senior in priority to the Notes Secured Parties’ Lien on the same basis as the other Liens securing the Revolving Loan Debt are senior to the Notes Secured Parties’ Liens under this Agreement. In the event any Revolving Loan Secured Party seeks or requests such adequate protection in respect of Liens on Notes Priority Collateral securing Revolving Loan Debt, then (1) such adequate protection shall be limited to a Lien on additional or replacement Collateral, and (ii2) superpriority claims the Notes Secured Parties may seek and obtain, and each Revolving Loan Secured Party hereby consents to the granting of, a Lien on such additional or replacement Collateral as security for the Notes Debt and such Lien securing Notes Debt shall be senior in priority to the Revolving Loan Secured Parties’ Lien on the same basis as the other Liens securing the Notes Debt are senior to the Revolving Loan Secured Parties’ Liens under this Agreement. If and to the extent such additional or replacement Liens are insufficient to provide adequate protection of the interests of the Notes Secured Parties in the Revolving Loan Priority Collateral, then the Notes Secured Parties shall be entitled to assert a claim under Section 507(b) of the Bankruptcy Code junior in all respects the amount of any such insufficiency; provided, however, that, any such claim under Section 507(b) shall be subordinate in right of payment of any claim under Section 507(b) of the Revolving Loan Secured Parties arising from any lack of adequate protection of their interests in the Revolving Loan Priority Collateral and, if the Discharge of Revolving Loan Debt does not occur upon the effective date of the plan of reorganization for, or conclusion of, the Insolvency or Liquidation Proceeding, then the Notes Secured Parties agree that any such claim they hold under Section 507(b) arising from any lack of adequate protection of their interests in Revolving Loan Priority Collateral may be satisfied under a plan of reorganization in any combination of payment or property having a value as of the effective date of such plan equal to the superpriority claims granted allowed amount of such claim under Section 507(b) arising from any lack of adequate protection of their interests in Revolving Loan Priority Collateral. If and to the extent such additional or replacement Liens are insufficient to provide adequate protection of the interests of the Revolving Loan Secured Parties in the Notes Priority Collateral, then the Revolving Loan Secured Parties shall be entitled to assert a claim under Section 507(b) of the Bankruptcy Code to in the Priority Secured Creditors on account amount of any of the Priority Obligations or granted such insufficiency; provided, however, that, any such claim under Section 364(c)(1507(b) shall be subordinate in right of the Bankruptcy Code with respect to payment of any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims claim under Section 507(b) of Notes Secured Parties arising from any lack of adequate protection of their interests in Notes Priority Collateral and, if the Bankruptcy Code, in respect Discharge of Notes Debt does not occur upon the effective date of the interests plan of reorganization for, or conclusion of, the Insolvency or Liquidation Proceeding, then the Revolving Loan Secured Parties agree that any such claim they hold under Section 507(b) may be satisfied under a plan of reorganization in any combination of payment or property having a value as of the Existing effective date of such plan equal to the allowed amount of such claim under Section 507(b). Except as otherwise provided in this Section 6.2 and Section 6.4, (a) no Revolving Loan Secured Party may seek or assert any right it may have for adequate protection of its interest in the Notes Creditors Priority Collateral without the prior written consent of the Notes Secured Parties, and (b) no Notes Secured Party may seek or assert any right it may have for adequate protection of its interest in any Collateralthe Revolving Loan Priority Collateral without the written consent of the Revolving Loan Secured Parties.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 66.2(a), in any Insolvency Proceeding, if any Priority Secured Creditor the First Lien Creditors (or any subset thereof) is are granted adequate protection in respect the form of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLiens, the Junior Secured Second Lien Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured First Lien Creditors may not oppose) adequate protection of their interests in the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on all of the additional collateral that is subject to the Senior Adequate Protection Liens (the “"Junior Adequate Protection Liens”"), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority First Lien Obligations (including, without limitation, the Senior Adequate Protection Liens and any “"carve-out” " agreed to by the Priority Secured First Lien Agents or the other First Lien Creditors as permitted by Section 6.2(a)) and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Second Lien Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Second Lien Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Second Lien Creditors pursuant to Section 6.16.2(a)) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured First Lien Creditors on account of any of the Priority First Lien Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable)collateral; provided that the inability of the Junior Secured Second Lien Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Except as expressly set forth in this Section 6.2(b), the Second Lien Creditors may not seek post-petition interest and/or adequate protection payments in any Insolvency Proceeding, and the First Lien Creditors may oppose any payments proposed to be made by any Obligor to the Second Lien Creditors (including, without limitation, any payments which the Second Lien Lenders may seek under the last paragraph of this Section 6.2(b)). Furthermore, in the event that any Second Lien Creditor actually receives any post-petition interest and/or adequate protection payments in any Insolvency Proceeding in violation of this Agreement, the same shall be segregated and held in trust and promptly paid over to the First Lien Agents, for the benefit of the First Lien Creditors, in the same form as received, with any necessary endorsements, and each Second Lien Creditor hereby authorize the First Lien Agents to make any such endorsements as agent for the Second Lien Agent (which authorization, being coupled with an interest, is irrevocable) to be held and/or applied by the First Lien Agents in accordance with the terms of the First Lien Documents until all First Lien Obligations are Paid in Full before any of the same shall be made to one or more of the Second Lien Creditors, and each Second Lien Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such payments to the First Lien Agents. Notwithstanding the foregoing provisions in this Section 6.2(b), in any Insolvency Proceeding, the Second Lien Agent and Second Lien Creditors shall only be permitted to seek adequate protection with respect to their rights in the Collateral in any Junior Insolvency Proceeding in the form of (A) additional collateral including replacement Liens on post-petition collateral; provided that, as adequate protection for the First Lien Obligations, the First Lien Agents, on behalf of the First Lien Creditors, are also granted a senior Lien on such additional collateral; (B) replacement Liens on the Collateral; provided that, as adequate protection for the First Lien Obligations, the First Lien Agents, on behalf of the First Lien Creditors, are also granted senior replacement Liens on the Collateral; (C) an administrative expense claim; provided that, as adequate protection for the First Lien Obligations, the First Lien Agents, on behalf of the First Lien Creditors, are also granted an administrative expense claim which is senior and prior to the administrative expense claim of the Second Lien Agent and the Second Lien Creditors; and (D) cash payments with respect to interest on the Second Lien Obligations; provided either (1) as adequate protection for the First Lien Obligations, the First Lien Agents, on behalf of the First Lien Claimholders, are also granted cash payments with respect to interest on the First Lien Obligations, or (2) such cash payments do not exceed an amount equal to the interest accruing on the principal amount of Second Lien Obligations outstanding on the date such relief is granted at the interest rate under the Second Lien Credit Documents and accruing from the date the Second Lien Agent is granted such relief. If any Second Lien Creditor receives post-petition interest and/or other cash adequate protection payments in an Insolvency Proceeding ("Second Lien Adequate Protection Liens Payments"), and the First Lien Creditors do not receive payment in full in cash of all First Lien Obligations upon the effectiveness of the plan of reorganization for, or conclusion of, that Insolvency Proceeding, then, each Second Lien Creditor shall pay over to the First Lien Creditors an amount (the "Pay-Over Amount") equal to the lesser of (i) the Second Lien Adequate Protection Payments received by such Second Lien Creditors and (ii) the amount of the short-fall (the "Short Fall") in payment in full of the First Lien Loan Obligations; provided that to the extent any portion of the Short Fall represents payments received by the First Lien Creditors in the form of promissory notes, equity or other adequate protection or replacement liensproperty, or any superpriority claims under Section 507(b) of equal in value to the Bankruptcy Code, cash paid in respect of the interests Pay-Over Amount, the First Lien Creditors shall, upon receipt of the Existing Notes Pay-Over Amount, transfer those promissory notes, equity or other property, equal in value to the cash paid in respect of the Pay-Over Amount to the applicable Second Lien Creditors in any Collateralexchange for the Pay-Over Amount. Notwithstanding anything herein to the contrary, the First Lien Creditors shall not be deemed to have consented to, and expressly retain their rights to object to the grant of adequate protection in the form of additional collateral, administrative expense claims and cash payments to the Second Lien Creditors made pursuant to this paragraph.

Adequate Protection. (a) Until the Discharge of Super Senior Obligations has occurred, the Subordinated Lien Collateral Agent, for itself and on behalf of each other Subordinated Lien Claimholder, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Super Senior Collateral Agent or the Super Senior Claimholders for adequate protection under any Bankruptcy Law that does not contravene the terms of this Agreement; or (2) any objection by the Super Senior Collateral Agent or the Super Senior Claimholders to any motion, relief, action or proceeding based on the Super Senior Collateral Agent or the Super Senior Claimholders claiming a lack of adequate protection. (b) Notwithstanding the foregoing provisions in this Section 66.3, in any Insolvency or Liquidation Proceeding, : (1) if any Priority Secured Creditor the Super Senior Claimholders (or any subset thereof) is are granted adequate protection in respect the form of its interests additional collateral or an administrative claim in its Priority connection with any Cash Collateral use or any financing under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (a “Senior Adequate Protection LienDIP Financing”) ), then the Subordinated Lien Collateral Agent, for itself or any of the other Subordinated Lien Claimholders, may seek or request adequate protection in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the such additional collateral subject and junior administrative claims, which Lien will be subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Super Senior Obligations and such Cash Collateral use or DIP Financing (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)all Obligations relating thereto) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Subordinated Lien Obligations are so subordinated to the Super Senior Obligations under this Agreement Agreement, and which administrative claims shall be subordinated in right of payment to the administrative claims provided to the Super Senior Claimholders (provided that or any failure subset thereof) to the same extent as Liens of the Term Loan Creditors or Revolving Creditors Subordinated Lien Claimholders are subordinated to obtain such Junior Adequate Protection the Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant Super Senior Claimholders hereunder; and 168776.01000/150935546v.3 (2) The Subordinated Lien Collateral Agent and Subordinated Lien Claimholders shall only be permitted to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code seek adequate protection with respect to their rights in the Collateral in any debtorInsolvency or Liquidation Proceeding in the form of (A) additional collateral; provided that as adequate protection for the Super Senior Obligations, the Super Senior Collateral Agent, on behalf of the Super Senior Claimholders, is also granted a Lien on such additional collateral, which Lien shall be senior to any Lien of the Subordinated Lien Representatives, Subordinated Lien Collateral Agents and Subordinated Lien Claimholders on such additional collateral; (B) replacement Liens on the Collateral; provided that as adequate protection for the Super Senior Obligations, the Super Senior Collateral Agent, on behalf of the Super Senior Claimholders, is also granted replacement Liens on the Collateral, which Liens shall be senior to the Liens of the Subordinated Lien Representatives, Subordinated Lien Collateral Agents and Subordinated Lien Claimholders on the collateral; (C) an administrative expense claim; provided that as adequate protection for the Super Senior Obligations, the Super Senior Collateral Agent, on behalf of the Super Senior Claimholders, is also granted an administrative expense claim which is senior and prior to the administrative expense claim of the Subordinated Lien Collateral Agent and the Subordinated Lien Claimholders and (D) periodic interest payments at the non-indefault rate and the payment of reasonable out-possession financing of-pocket expenses. (whether or not constituting c) The Subordinated Lien Collateral Agent, for itself and on behalf of each other Subordinated Lien Claimholder, agrees that notice of a hearing to approve DIP Financing) Financing or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that on an interim basis shall be adequate if delivered to the inability Subordinated Lien Collateral Agent at least five (5) full Business Days in advance of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateralsuch hearing.

Adequate Protection. Notwithstanding (a) Each Collateral Agent for each Series of Pari Passu Secured Obligations, on behalf of itself and the foregoing provisions Senior Secured Notes Secured Parties and Additional Secured Parties, whether in this Section 6its capacity as a secured or unsecured creditor, agrees that none of them shall oppose (or support any other person opposing) (i) any motion or other request by the Credit Agreement Collateral Agent or the holders of Payment Priority Obligations for adequate protection of the Credit Agreement Collateral Agent’s Liens upon the Shared Collateral in any form, including any claim of the Credit Agreement Collateral Agent or the holders of Payment Priority Obligations to post-petition interest, fees, or expenses as a result of their Lien on the Shared Collateral and request for additional or replacement Liens on post-petition assets of the same type as the Shared Collateral and/or for a superpriority administrative claim, or (ii) any objection by the Credit Agreement Collateral Agent or the holders of Payment Priority Obligations claiming a lack of adequate protection with respect to their Liens in the Shared Collateral. (b) In any Insolvency or Liquidation Proceeding, if any Priority each Collateral Agent for each Series of Pari Passu Secured Creditor (or any subset thereof) is granted Obligations, on behalf of itself and the Senior Secured Notes Secured Parties and Additional Secured Parties, may seek adequate protection in respect of its interests in its the Senior Secured Notes Obligations and the Additional First Lien Obligations, subject to the provisions of this Agreement, only if the Credit Agreement Collateral Agent or the holders of Payment Priority Collateral (a “Senior Adequate Protection Lien”) Obligations, as the case may be, are granted adequate protection in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a additional collateral or replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Shared Collateral that, as to such Junior Secured Creditor, is its Priority Collateraland/or a superpriority administrative claim, in which event each Collateral Agent for each Series of Pari Passu Secured Obligations may receive as adequate protection an additional or replacement Lien and/or superpriority administrative claim (as applicable) that is junior and subordinate to such lien and/or claim granted to the Liens Credit Agreement Collateral Agent or such holders of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Payment Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) as adequate protection on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Senior Secured Notes Obligations and the Additional First Lien Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) Liens securing the Payment Priority Obligations. In the event any Collateral Agent for any Series of the Bankruptcy Code to the Priority Pari Passu Secured Creditors Obligations, on account behalf of itself or any of the Senior Secured Notes Secured Parties and Additional Secured Parties, seeks or requests (or is otherwise granted) adequate protection in respect of Senior Secured Notes Obligations and the Additional First Lien Obligations and such adequate protection is granted in the form of an additional or replacement Lien and/or a superpriority administrative claim, then such Collateral Agent, on behalf of itself and the Senior Secured Notes Secured Parties and Additional Secured Parties, agrees that the Credit Agreement Collateral Agent or the holders of Payment Priority Obligations, as the case may be, shall also be granted an additional or replacement Lien and/or a superpriority administrative claim (as applicable) as adequate protection for its senior interest in the Shared Collateral, and that such Collateral Agent’s additional or replacement Lien and/or superpriority administrative claim (as applicable) shall be subordinated to the additional or replacement Lien and/or superpriority administrative claim of the Credit Agreement Collateral Agent or the holders of Payment Priority Obligations, as the case may be, on the same basis as the Liens and claims of such Collateral Agent on the Shared Collateral are subordinated to the Liens of, and claims with respect to, the Credit Agreement Collateral Agent or the holders of Payment Priority Obligations on the Shared Collateral pursuant hereto. Each Collateral Agent (other than the Credit Agreement Collateral Agent), for itself and on behalf of its Related Secured Parties, agrees that any superpriority administrative claim it may receive pursuant to the provisions of this paragraph may be paid under any Plan of Reorganization in any combination of cash, debt, equity or granted under Section 364(c)(1other property having a value on the effective date of such plan equal to the allowed amount of such superpriority claims. (c) Notwithstanding the foregoing, if the holders of the Bankruptcy Code with respect Payment Priority Obligations have been granted as adequate protection or otherwise the right to receive current post-petition interest, incurred legal fees and fees of the Credit Agreement Collateral Agent and Credit Agreement Administrative Agent or expenses or other cash payments, then the Notes Collateral Agent, the Notes Secured Parties and the Additional Secured Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition interest, incurred legal fees and fees of the Notes Collateral Agent, the Senior Secured Notes Trustee and any debtor-in-possession financing Additional Collateral Agent or other representative for such Additional Secured Parties, and expenses (whether or not constituting DIP Financingexcluding compensation for any early repayment of Pari Passu Secured Obligations) or use of its other cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateralpayments, as applicable); provided that , in addition to the inability forms of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under described in Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateral5.03(b).

Adequate Protection. Notwithstanding The Pre-Petition Secured Parties are entitled, under sections 363(e) and 364(d)(1)(B) of the foregoing provisions in this Section 6Bankruptcy Code, in any Insolvency Proceeding, if any Priority Secured Creditor (or any subset thereof) is granted to adequate protection in respect of its their interests in its Priority the Pre-Petition Collateral for and equal in amount to the aggregate post-petition diminution in the value of the Pre-Petition Secured Parties’ interest in the Pre-Petition Collateral by reason of (i) the imposition of the automatic stay under section 362 of the Bankruptcy Code; (ii) the priming of the Pre-Petition Liens; (iii) the use of Cash Collateral; (iv) the use, sale or lease of Pre-Petition Collateral pursuant to section 363(b) of the Bankruptcy Code; and (v) post-petition changes in value of the Pre-Petition Collateral (a clauses (i)-(v), the “Senior Adequate Protection LienObligations”). Subject and subordinate in all respects to (y) the Post-Petition Obligations, Post-Petition Liens and the rights of the DIP Agents and DIP Lenders under this Order and the other DIP Loan Documents (which shall at all times rank senior and prior to the Pre-Petition Obligations, Pre-Petition Liens, Adequate Protection Liens (as defined below) and the Adequate Protection Claims (as defined below)) and (z) the Carve-Out, the Pre-Petition Secured Parties are hereby provided with the following forms of adequate protection (which the DIP Agents and the DIP Lenders each acknowledge is acceptable): (i) liens, mortgages and security interests in or on all DIP Collateral (the “Adequate Protection Liens”) in the form amount of a replacement Lienthe Adequate Protection Obligations. Except as provided in this Order, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair be made subject to or otherwise affect pari passu with any lien on the agreements, undertakings and consents of DIP Collateral by any order subsequently entered in the Term Loan Creditors Chapter 11 Cases or Revolving Creditors pursuant to Section 6.1) and any Successor Case; and (ii) superpriority allowed, super-priority claims under Section section 507(b) of the Bankruptcy Code against each Debtor’s estate (the “Adequate Protection Claims”), including the Avoidance Action Property, in the amount of the Adequate Protection Obligations. Except as provided in this Order, the Adequate Protection Claims shall have priority over all administrative expenses of the kind specified in, or ordered pursuant to, any provision of the Bankruptcy Code, whether incurred in the Chapter 11 Cases or any Successor Case. (iii) The Debtors shall, upon entry of this Order, and on a monthly basis thereafter, promptly pay in cash, all accrued, but unpaid reasonable fees and expenses of the Pre-Petition Agent, the Ad Hoc Lender Group and the Put Parties to the extent they are Pre-Petition Secured Parties, in accordance with paragraph 18 of this Order, including but not limited to all reasonable fees and expenses of professionals engaged, including but not limited to the reasonable disbursements of counsel and any financial consultant and all other reasonable fees, expenses, costs and charges provided under the Pre-Petition Credit Agreement or any other Pre-Petition Loan Document for which an invoice was delivered to the Debtors, in each case regardless of whether such amounts accrued prior to the Petition Date, and all without further motion, fee application or order of the Court. In addition, the Debtors shall pay in accordance with the procedures set forth in paragraph 18 of this Order, as allowed post-petition administrative expenses entitled to the priority and security afforded to the Adequate Protection Claim, all of the reasonable (in all respects) attorneys’ and other professionals’ fees and reimbursable expenses of the Pre-Petition Agent, the Ad Hoc Lender Group and the Put Parties to the extent they are Pre-Petition Secured Parties arising from or related to: (v) this Order, including without limitation, the negotiating, closing, documenting and obtaining of Court approval thereof; (w) all proceedings in connection with the interpretation, amendment, modification, enforcement, enforceability, validity or implementation of the Pre-Petition Loan Documents or this Order; (x) the Noteholder Plan, including without limitation, the negotiating, documenting, proceedings and confirmation relating thereto; (y) all other matters and proceedings arising in or related to the Debtors’ bankruptcy cases; and (z) all reasonable expenses, costs and charges in any way or respect arising in connection with the foregoing. (iv) The Debtors shall, upon entry of this Order, and on a monthly basis thereafter, accrue all interest on the Pre-Petition Obligations at the rate specified in the Pre-Petition Loan Documents. Such accrued interest shall be added to the secured claim of the Pre-Petition Secured Parties on the last business day of every month; provided, however, that the amounts payable by the Borrowers on each last business day of every month since the entry of the Original Final Amended Order pursuant to clause (iv) of Section 15 of the Final Amended Order (and all accrued interest thereon) shall be added to the secured claim of the Pre-Petition Secured Parties upon entry of this Order and shall be due and payable in cash on the DIP Facility Termination Date (as defined by the DIP Loan Documents). (v) The consent of the Pre-Petition Secured Parties to the use of the Pre-Petition Collateral by the Debtors shall terminate upon (a) the occurrence of an Event of Default (as defined by the DIP Loan Documents) or (b) the occurrence of the DIP Facility Termination Date (as defined by the DIP Loan Documents); provided, however, that such termination shall occur only after notice has been provided to the Borrowers and the Subsidiary Guarantors and the Committee five (5) Business Days prior to such termination, and the termination shall be subject to the right of the Borrowers and Subsidiary Guarantors to seek, during such five (5) Business Days’ period, continued use of the Pre-Petition Collateral, on the terms set forth in this Order, solely on the basis that no Event of Default has occurred. (vi) The Pre-Petition Secured Parties, the Committee and their respective experts and advisors shall be given reasonable access for purposes of monitoring the business of the Debtors and the value of the Pre-Petition Collateral; and the Debtors shall provide the Pre-Petition Secured Parties and the Committee with any written financial information or periodic reporting that is provided to, or required to be provided to, the Post-Petition Agent or the DIP Lenders. The Post-Petition Agent shall be permitted to share with the Pre-Petition Secured Parties any information it receives from the Debtors or that otherwise comes into its possession. (vii) Notwithstanding anything herein to the contrary, this Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly, the rights of the Pre-Petition Secured Parties to seek modification of the grant of adequate protection provided in this Order so as to provide different or additional adequate protection at any time, and nothing herein shall affect the right of the Debtors, the Committee, the Post-Petition Agent or any other party in interest to oppose such modification of the grant of the adequate protection sought. However, if any additional adequate protection claims, liens or other rights are awarded at any time, such claims, liens and/or other rights shall be at all times junior in all respects to the superpriority claims and liens granted under Section 507(b) to or for the benefit of the Bankruptcy Code to DIP Agents and the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof Lenders and shall not affect the agreements priority, validity, binding nature, enforceability or perfection of any of such claims and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens liens granted to or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) for the benefit of the Bankruptcy Code, in respect of DIP Agents and the interests of the Existing Notes Creditors in any CollateralDIP Lenders.

Adequate Protection. Each First Lien Junior Priority Representative, on behalf of itself and the other First Lien Junior Priority Secured Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by any First Lien Senior Priority Representative or the other First Lien Senior Priority Secured Parties for adequate protection or any adequate protection provided to any First Lien Senior Priority Representative or the other First Lien Senior Priority Secured Parties or (b) any objection by any First Lien Senior Priority Representative or any other First Lien Senior Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts to any First Lien Senior Priority Representative or any other First Lien Senior Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoing provisions anything contained in this Section 6and in Section 5.2(b) (but subject to all other provisions of this Agreement, including, without limitation, Sections 5.2(a) and 5.3), in any Insolvency Proceeding, (i) if any the First Lien Senior Priority Secured Creditor Parties (or any subset thereof) is are granted adequate protection consisting of additional collateral (with replacement liens on such additional collateral) and superpriority claims in respect connection with any DIP Financing or use of its interests cash collateral, then in its connection with any such DIP Financing or use of cash collateral each First Lien Junior Priority Collateral (a “Senior Adequate Protection Lien”) in Representative, on behalf of itself and any of the form of a replacement LienFirst Lien Junior Priority Secured Parties, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) or accept adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form consisting solely of (ix) a replacement Lien on the same additional collateral subject collateral, subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the First Lien Senior Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting such DIP Financing)) Financing on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the First Lien Junior Priority Obligations are so subordinated to the First Lien Senior Priority Obligations under this Agreement Agreement, (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (iiy) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the First Lien Senior Priority Secured Creditors on account Parties and (z) without prejudice to any right of any First Lien Senior Priority Secured Party to object thereto, the payment of post-petition interest (provided, in the Priority Obligations or granted under Section 364(c)(1) case of the Bankruptcy Code with respect to any debtor-in-possession financing this clause (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateralz), as applicable); provided that the inability of the Junior First Lien Senior Priority Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other Parties have been granted adequate protection or replacement liensin the form of post-petition interest reasonably satisfactory to them), or any superpriority claims under provided, however, that such First Lien Junior Priority Representative shall have irrevocably agreed, pursuant to Section 507(b1129(a)(9) of the Bankruptcy Code, on behalf of itself and the First Lien Junior Priority Secured Parties, in respect any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event any First Lien Junior Priority Representative, on behalf of itself and the First Lien Junior Priority Secured Parties, seeks or accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then such First Lien Junior Priority Representative, on behalf of itself or any of the interests First Lien Junior Priority Secured Parties, agrees that the First Lien Senior Priority Representatives shall also be granted a senior Lien on such additional collateral as security for the First Lien Senior Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the First Lien Junior Priority Obligations shall be subordinated to the Liens on such collateral securing the First Lien Senior Priority Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the First Lien Senior Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the First Lien Junior Priority Obligations are subordinated to such First Lien Senior Priority Obligations under this Agreement. Each First Lien Junior Priority Representative, on behalf of itself and the other First Lien Junior Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection without the prior written consent of the Existing Notes Creditors in any CollateralControlling First Lien Senior Priority Representative.

Adequate Protection. Notwithstanding Pursuant to Sections 361 and 363(e) of the foregoing provisions in this Section 6Bankruptcy Code, in any Insolvency Proceedingthe Prepetition Agent, if any Priority Secured Creditor (or any subset thereof) is for the benefit of the Prepetition Lenders shall be granted pursuant to the Orders the following adequate protection (collectively, the “Adequate Protection”) equal in respect amount to the aggregate diminution in the value (each such diminution, a “Diminution in Value”) of its the first-priority liens on all security interests in its Priority the Prepetition Collateral (a “Senior Adequate Protection Lien”including the Prepetition Cash Collateral) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Prepetition Security Interests”), including, without limitation, any such Diminution in Value resulting from the sale, lease or use by the Debtors (or other decline in value) of the Prepetition Collateral (including the Prepetition Cash Collateral), and the imposition of the automatic stay pursuant to Section 362 of the Bankruptcy Code, or otherwise: (a) As security for and solely to the extent of any Diminution in Value of the prepetition security interests, the Prepetition Agent shall be granted for its benefit and the benefit of the Prepetition Lenders, effective and perfected as of Interim Order Entry Date and without the necessity of the execution of mortgages, security agreements, pledge agreements, financing statements or other agreements, a security interest in the Prepetition Collateral (together, the “Adequate Protection Liens”), which Junior Adequate Protection Lienssubject and subordinate only to (x) the Carve-Out, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liensy) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) DIP Facility and any liens on the Prepetition Collateral that are senior to, or pari passu with, the Liens securing the Priority Obligations DIP Facility and (including, without limitation, z) the Senior Adequate Protection Liens and any “carve-out” agreed granted to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Other Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code Parties solely with respect to any debtorthe Prepetition Collateral in which such parties have valid, perfected, and non-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, avoidable liens as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 commencement of the Bankruptcy Code or proceeds thereof Cases. (b) To the extent of any Diminution in Value of the prepetition security interests, the Prepetition Agent, for the benefit of the Prepetition Lenders, shall not affect be granted, subject to the agreements and waivers set forth payment of the Carve-Out, a superpriority administrative expense claim as provided for in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section section 507(b) of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders, which superpriority claim shall, respectively among Prepetition Lenders, rank in the same right and priority as do the respective claims thereof as of the Petition Date; provided, however, that the Prepetition Loan Parties shall not receive or retain any payments, property or other amounts in respect of the interests superpriority claims under section 507(b) of the Existing Notes Creditors Bankruptcy Code granted hereunder or with respect to the Prepetition Security Interests unless and until the Obligations have indefeasibly been paid in any Collateralcash in full and the Lenders shall have no remaining Commitment or as otherwise agreed by the Lenders or as provided in the Loan Documents.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 6, in (a) In any Insolvency ProceedingProceeding involving a Grantor: - 49 - WEIL:\96331350\2\35899.0561 (i) each Junior Agent, on behalf of itself and each Junior Claimholder agrees that it shall not object to or contest, or support any other person objecting to or contesting (and instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right to do so): (A) any request by any Priority Claimholder with respect to any Priority Collateral prior to the applicable Payment in Full of Priority Debt, for adequate protection of its interest in the Priority Collateral, including a request for replacement or additional Liens on post-petition assets of the same type as such Priority Collateral; provided that any Junior Claimholder, solely in its capacity as a Priority Claimholder, may object to adequate protection in the form of cash payments to the extent such payment is sought to be paid from such Junior Claimholder’s Priority Collateral or the proceeds (or advances in respect) thereof, or (B) any objection by any Priority Claimholder to any motion, relief, action or proceeding based on such Priority Claimholders claiming a lack of adequate protection with respect to its Liens in their Priority Collateral; (ii) if any Priority Secured Creditor (or any subset thereof) Claimholder is granted adequate protection in with respect of to its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) rights in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a an additional or replacement Lien on with respect to assets of the type included in such Priority Collateral, then the Priority Agent agrees that the Junior Agent shall also be entitled to seek, adequate protection in the form of an additional collateral subject or replacement Lien with respect to the Senior Adequate Protection Liens (assets that are the “Junior Adequate Protection Liens”)subject of the Priority Claimholder’s additional or replacement Lien, which additional or replacement adequate protection Lien of the Junior Adequate Protection LiensAgent, if grantedobtained, will shall be subordinate to all the adequate protection Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as in and to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) assets securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) Debt on the same basis as the other Liens of securing the Junior Secured Creditor Debt on the Junior Collateral are subordinated to the Liens on the Priority Secured Creditor’s Collateral securing the Priority Debt under this Agreement; (iii) no Junior Claimholder may seek adequate protection with respect to its rights in the Priority Collateral except for adequate protection permitted pursuant to Section 6.5(a)(ii) and Section 6.5(a)(iv) or adequate protection in the form of an additional or replacement Lien in and to existing or future assets of Grantors, and the applicable Priority Agent shall also be entitled to seek, a senior adequate protection Lien in and to such existing or future assets of Grantors as security for the Priority Debt and that any adequate protection Lien in and to the Priority Collateral securing the Junior Obligations Debt shall be subordinated to such senior adequate protection Lien in and to the Priority Collateral securing the Priority Debt on the same basis as the other Liens securing the Junior Debt are so subordinated to the Liens on the Priority Collateral securing the Priority Debt under this Agreement Agreement; (iv) each Claimholder may seek adequate protection with respect to its rights in the Collateral in the form of an additional or replacement Lien in and to existing or future Excluded Property; provided that any failure of that, if the ABL Claimholders and the Term Loan Creditors Claimholders each receive adequate protection in the form of Liens in and to the Excluded Property, then any such Liens in and to Excluded Property granted as adequate protection of such Claimholder’s interest in and to its Priority Collateral shall be senior in all respects, and prior to, any other Claimholder’s Lien in and to such Excluded Property granted as adequate protection of such other Claimholder’s interest in and to its Junior Collateral; - 50 - WEIL:\96331350\2\35899.0561 (v) any adequate protection granted in favor of any Priority Claimholder in the form of a superpriority or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings other administrative expense claim and consents any claim in favor of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims any Priority Claimholder arising under Section 507(b) of the Bankruptcy Code junior (“Senior 507(b) Claims”), shall be pari passu with the grant of adequate protection in all respects to favor of the other Priority Claimholders in the form of a superpriority claims granted or other administrative expense claim and any Senior 507(b) Claims in favor of such other Priority Claimholders; and (vi) any claim arising under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account in favor of any of Junior Claimholder shall be pari passu with the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims arising under Section 507(b) of the Bankruptcy CodeCode in favor of the other Junior Claimholders (collectively, “Junior 507(b) Claims”), all Junior 507(b) Claims shall be junior and subordinate in right of payment to the Senior 507(b) Claims, and the holders of the Junior 507(b) Claims agree that, in respect connection with any plan of reorganization in such Insolvency Proceeding, such Junior 507(b) Claims may be paid in any combination of cash, securities, or other property having a present value equal to the amount of such Junior 507(b) Claims as of the interests effective date of confirmation of such plan. (b) No Junior Claimholder shall object to, oppose, or challenge the determination of the Existing Notes Creditors in extent of any CollateralLiens held by any of the Priority Claimholders or the value of any claims of Priority Claimholders under Section 506(a) of the Bankruptcy Code or any claim by any Priority Claimholder for allowance of Priority Debt consisting of post-petition interest, fees, or expenses.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 6, in any Insolvency Proceeding, if any Priority Secured Creditor (or any subset thereof) is granted As adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) for any diminution in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection value of the interests of the Junior Secured Creditors in such Priority Collateral Prepetition Term Loan Lenders and the Prepetition First Lien Noteholders in the form collateral securing the Prepetition Term Loan Credit Agreement and the Prepetition First Lien Noteholders in the collateral securing the Prepetition First Lien Notes Indenture, respectively, the Prepetition Term Loan Lenders and the Prepetition First Lien Noteholders will receive, subject in all cases to the Carve-Out, the following as adequate protection: (A) the payment of the reasonable and documented out-of-pocket fees and expenses of legal counsel and financial advisors retained by the Prepetition Term Loan Lenders that are also DIP Lenders, (iB) a replacement Lien cash payments of accrued and unpaid interest on the additional collateral subject Prepetition Term Loans and Prepetition First Lien Notes upon entry of the DIP Order and each date thereafter on which such interest payment would otherwise become due under the Prepetition Term Loan Credit Agreement or Prepetition First Lien Notes Indenture, as applicable, (C) validly perfected liens on and security interests in the Debtors’ post-petition Collateral junior only to the Senior Adequate Protection Liens (liens granted to the “Junior Adequate Protection Liens”)DIP Lenders under the DIP Facility and existing valid, which Junior Adequate Protection Liensperfected, if granted, will be subordinate to all Liens (and superior liens in the Collateral held by other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations creditors (including, without limitationfor the avoidance of doubt, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens liens of the Junior Secured Creditor on Prepetition ABL Lenders with respect to the ABL Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1Collateral) and (iiD) a superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, administrative expense claim as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section contemplated by section 507(b) of the Bankruptcy Code, in respect which claim shall have priority over all priority claims (other than the claims of the interests DIP Lenders under the DIP Facility) and unsecured claims against the Debtors and their estates, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the Existing Notes Creditors kinds specified in any Collateralor ordered pursuant to sections 105, 326, 328, 330, 331, 503(a), 506(c), 507(a), 507(b), 546(c), 726(b), and 1114 of the Bankruptcy Code or otherwise (collectively, “Adequate Protection”).

Adequate Protection. With respect to each Type of Common Collateral, the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that none of them shall object to, contest, or support any other Person objecting to or contesting, (i) any request by the First Priority Representative or any other First Priority Secured Party for adequate protection or (ii) any objection by the First Priority Representative or any other First Priority Secured Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (iii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoing provisions anything contained in this Section 6Agreement, in any Insolvency Proceeding, if any (x) the Second Priority Representative and the other Second Priority Secured Creditor Parties, with respect to each Type of Common Collateral, may seek, support, accept or retain adequate protection (or any subset thereofA) is only if the First Priority Secured Parties are granted adequate protection in respect of its interests in its Priority Collateral that includes liens on additional or replacement collateral and superpriority claims and (a “Senior Adequate Protection Lien”B) in the form of a (1) additional or replacement LienLiens on such collateral, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the First Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting such DIP Financing)) Financing on the same basis as the other Second Priority Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated to the First Priority Liens under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii2) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the First Priority Secured Creditors Parties, and (y) in the event the Second Priority Representative, on account behalf of any itself and the other Second Priority Secured Parties, receives adequate protection, including in the form of additional collateral, then the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that the First Priority Representative shall have a senior Lien and claim on such adequate protection as security for the First Priority Obligations or and that any Lien on any additional collateral securing the Second Priority Obligations shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any DIP Financing (and all obligations relating thereto) and any other Liens granted under Section 364(c)(1) of to the Bankruptcy Code First Priority Secured Parties as adequate protection, with respect such subordination to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided be on the same terms that the inability of other Liens securing the Junior Secured Creditors Second Priority Obligations are subordinated to receive a Lien on actions such First Priority Obligations under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralAgreement.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 66.2, in any Insolvency Proceeding, if any Priority Secured Creditor the First Lien Creditors (or any subset thereof) is are granted adequate protection in respect the form of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLiens, the Junior Secured Second Lien Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured First Lien Creditors may not oppose) adequate protection of their interests in the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority First Lien Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors First Lien Agent or the other First Lien Creditors) and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Second Lien Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Second Lien Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Second Lien Creditors pursuant to Section 6.16.2(a)) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured First Lien Creditors on account of any of the Priority First Lien Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable)collateral; provided that the inability of the Junior Secured Second Lien Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors ; and provided, further, that the Second Lien Agent shall seek any Junior Adequate Protection Liens or other adequate protection or replacement lienshave irrevocably agreed, or any superpriority claims under pursuant to Section 507(b1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Lien Creditors, in any stipulation and/or order granting such adequate protection, that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims. The Second Lien Creditors may seek post-petition interest or other adequate protection payments in cash (“Second Lien Bankruptcy Payments”) in any Insolvency Proceeding so long as the aggregate amount of such Second Lien Bankruptcy Payments does not exceed an amount equal to post-petition interest accruing at the non-default rate with respect to the Second Lien Obligations and First Lien Creditors are receiving payment of all post-petition interest accruing with respect to First Lien Obligations, and the First Lien Creditors may oppose such motions. If Second Lien Creditors receive Second Lien Bankruptcy Payments and the First Lien Obligations (other than the Excluded First Lien Obligations) are not Paid in Full upon the effective date of the interests plan of reorganization, or conclusion of such Insolvency Proceeding, then the Second Lien Creditors shall pay over to the First Lien Creditors an amount equal to the lesser of (i) the Second Lien Bankruptcy Payments and (ii) the amount of the Existing Notes Creditors shortfall in any CollateralPayment in Full of the First Lien Obligations (excluding the Excluded First Lien Obligations).

Adequate Protection. Notwithstanding the foregoing provisions in this Section 64, in any Insolvency Proceeding, if any Priority Secured Creditor (or any subset thereof) the Senior Lender is granted adequate protection in respect the form of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLiens, the Junior Secured Creditors (other than any Existing Notes Creditors) Lender may seek (and the Priority Secured Creditors Senior Lender may not oppose) adequate protection of its interests in the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a "replacement Lien Lien" on the additional collateral subject to the Senior Adequate Protection Liens (the “"Junior Adequate Protection Liens”Lien"), which Junior Adequate Protection LiensLien, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Senior Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors Liens) and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors Junior Lender to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors Junior Lender pursuant to Section 6.14(b) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors Senior Lender on account of any of the Priority Senior Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral), as applicable); provided that the inability of the Junior Secured Creditors Lender to receive a Lien on actions any such Liens under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors 4; and provided, further, that the Junior Lender shall seek any Junior Adequate Protection Liens or other adequate protection or replacement lienshave irrevocably agreed, or any superpriority claims under pursuant to Section 507(b1129(a)(9) of the Bankruptcy Code, in respect any stipulation and/or order granting such adequate protection, that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, and only after the Payment in Full of the interests of the Existing Notes Creditors in any CollateralSenior Obligations.

Adequate Protection. Notwithstanding the foregoing provisions Except as expressly provided in this Agreement (including Section 66.01 and this Section 6.09), nothing in this Agreement shall limit the rights of any Agent and the Secured Parties represented thereby from seeking or requesting adequate protection with respect to their interests in the applicable Collateral in any Insolvency Proceeding, if including adequate protection in the form of payments, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that any Junior Priority Secured Creditor (Agent, on behalf of itself or any subset thereof) is granted of the Junior Priority Creditors represented thereby, seeks or requests adequate protection in respect of its interests in its the relevant Junior Priority Collateral (a “Senior Adequate Protection Lien”) Obligations and such adequate protection is granted in the form of a replacement LienLien on additional collateral, then each Junior Priority Agent, on behalf of itself and the Junior Secured Priority Creditors represented thereby, agrees that (other than any Existing Notes Creditorsi) may seek (each Senior Priority Agent shall also be granted a senior Lien on such collateral as security for the Senior Priority Obligations owing to such Senior Priority Agent and the Senior Priority Secured Creditors Parties represented thereby, and that any Lien on such collateral securing the Junior Priority Obligations shall be junior to any Lien on such collateral securing the Senior Priority Obligations and (ii) each other Junior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Junior Priority Obligations owing to such other Junior Priority Agent and the Junior Priority Secured Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Junior Priority Obligations (except as may not opposebe separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby), and (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the interests of the Junior Secured Creditors in Senior Priority Obligations and such Priority Collateral adequate protection is granted in the form of a Lien on additional collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that (i) each other Senior Priority Agent shall also be granted a replacement pari passu Lien on the additional such collateral subject to as security for the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as Priority Obligations owing to such Junior other Senior Priority Agent and the Senior Priority Secured CreditorParties represented thereby, is its and that any such Lien on such collateral securing such Senior Priority Collateral, in which the Liens of the Junior Secured Creditor Obligations shall remain senior, and, for clarity, be pari passu to each such other than any Liens Lien on such collateral securing the Existing Notes Obligations) securing the such other Senior Priority Obligations (includingexcept as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, without limitation, in each case on behalf of itself and the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1Parties represented thereby) and (ii) superpriority claims under Section 507(b) of each Junior Priority Agent shall also be granted a junior Lien on such collateral as security for the Bankruptcy Code junior in all respects Junior Priority Obligations owing to such other Junior Priority Agent and the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Junior Priority Secured Creditors Parties represented thereby, and that any such Lien on account of any of the such collateral securing such Junior Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect shall be junior to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a each Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateralsuch collateral securing Senior Priority Obligations.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 6, in any Insolvency Proceeding, if any Priority The Notes Secured Creditor (or any subset thereof) is granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) Parties may seek (and the Priority Secured Creditors may not oppose) adequate protection of their interests in the interests of the Junior Secured Creditors in such Notes Priority Collateral in the form of (i) a replacement Lien on the such additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”)or replacement collateral, which Junior Adequate Protection LiensLien, if granted, will be senior or subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) Revolving Loan Debt on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations Notes Debt are so senior or subordinated under this Agreement (provided that provided, that, any failure of the Term Loan Creditors or Revolving Creditors Notes Secured Parties to obtain such Junior Adequate Protection Liens adequate protection shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors Notes Secured Parties pursuant to Section 6.16.1(a)). The Revolving Loan Secured Parties may seek adequate protection of their interests in the Revolving Loan Priority Collateral in the form of a Lien on such additional or replacement collateral, which Lien, if granted, will be senior or subordinate to the Liens securing the Notes Debt on the same basis as the other Liens securing the Revolving Loan Debt are so senior or subordinated under this Agreement (provided, that, any failure of the Revolving Loan Secured Parties to obtain such adequate protection shall not impair or otherwise affect the agreements, undertakings and consents of the Revolving Loan Secured Parties pursuant to Section 6.1(b)). In the event any Notes Secured Party seeks or requests such adequate protection in respect of Liens on Revolving Loan Priority Collateral securing Notes Debt, then (a) such adequate protection shall be limited to a Lien on additional or replacement Collateral, and (b) the Revolving Loan Secured Parties may seek and obtain, and each Notes Secured Party hereby consents to the granting of, a Lien on such additional or replacement Collateral as security for the Revolving Loan Debt and such Lien securing Revolving Loan Debt shall be senior in priority to the Notes Secured Parties’ Lien on the same basis as the other Liens securing the Revolving Loan Debt are senior to the Notes Secured Parties’ Liens under this Agreement. In the event any Revolving Loan Secured Party seeks or requests such adequate protection in respect of Liens on Notes Priority Collateral securing Revolving Loan Debt, then (i) such adequate protection shall be limited to a Lien on additional or replacement Collateral, and (ii) superpriority claims the Notes Secured Parties may seek and obtain, and each Revolving Loan Secured Party hereby consents to the granting of, a Lien on such additional or replacement Collateral as security for the Notes Debt and such Lien securing Notes Debt shall be senior in priority to the Revolving Loan Secured Parties’ Lien on the same basis as the other Liens securing the Notes Debt are senior to the Revolving Loan Secured Parties’ Liens under this Agreement. If and to the extent such additional or replacement Liens are insufficient to provide adequate protection of the interests of the Notes Secured Parties in the Revolving Loan Priority Collateral, then the Notes Secured Parties shall be entitled to assert a claim under Section 507(b) of the Bankruptcy Code junior in all respects the amount of any such insufficiency; provided, however, that, any such claim under Section 507(b) shall be subordinate in right of payment of any claim under Section 507(b) of the Revolving Loan Secured Parties arising from any lack of adequate protection of their interests in the Revolving Loan Priority Collateral and, if the Discharge of Revolving Loan Debt does not occur upon the effective date of the plan of reorganization for, or conclusion of, the Insolvency or Liquidation Proceeding, then the Notes Secured Parties agree that any such claim they hold under Section 507(b) arising from any lack of adequate protection of their interests in Revolving Loan Priority Collateral may be satisfied under a plan of reorganization in any combination of payment or property having a value as of the effective date of such plan equal to the superpriority claims granted allowed amount of such claim under Section 507(b) arising from any lack of adequate protection of their interests in Revolving Loan Priority Collateral. If and to the extent such additional or replacement Liens are insufficient to provide adequate protection of the interests of the Revolving Loan Secured Parties in the Notes Priority Collateral, then the Revolving Loan Secured Parties shall be entitled to assert a claim under Section 507(b) of the Bankruptcy Code to in the Priority Secured Creditors on account amount of any of the Priority Obligations or granted such insufficiency; provided, however, that, any such claim under Section 364(c)(1507(b) shall be subordinate in right of the Bankruptcy Code with respect to payment of any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims claim under Section 507(b) of Notes Secured Parties arising from any lack of adequate protection of their interests in Notes Priority Collateral and, if the Bankruptcy Code, in respect Discharge of Notes Debt does not occur upon the effective date of the interests plan of reorganization for, or conclusion of, the Insolvency or Liquidation Proceeding, then the Revolving Loan Secured Parties agree that any such claim they hold under Section 507(b) may be satisfied under a plan of reorganization in any combination of payment or property having a value as of the Existing effective date of such plan equal to the allowed amount of such claim under Section 507(b). Except as otherwise provided in this Section 6.2 and Section 6.4, (A) no Revolving Loan Secured Party may seek or assert any right it may have for adequate protection of its interest in the Notes Creditors Priority Collateral without the prior written consent of the Notes Secured Parties, and (B) no Notes Secured Party may seek or assert any right it may have for adequate protection of its interest in any Collateralthe Revolving Loan Priority Collateral without the written consent of the Revolving Loan Secured Parties.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 6, The Non-Controlling Secured Parties will not file or prosecute in any Insolvency Proceeding, if or Liquidation Proceeding any Priority Secured Creditor motion for adequate protection (or any subset thereofcomparable request for relief) is granted based upon their interest in the Shared Collateral (including for the payment of any Post-Petition Interest) nor contest (x) any request by the Controlling Secured Parties for adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral thatfor the payment of Post-Petition Interest, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors paid pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b506(b) of the Bankruptcy Code junior in all respects or otherwise (it being understood that for purposes of calculating Post-Petition Interest, the value of the Priority Revolving Credit Obligations shall be determined without regard to the Liens securing any other First Lien Obligations on the Shared Collateral)), or (y) any objection by the Controlling Secured Parties to any motion, relief, action or proceeding based on the Controlling Secured Parties claiming a lack of adequate protection, except that: (A) the Non-Controlling Secured Parties may freely seek and obtain any relief upon a motion for (A) a replacement lien on the Shared Collateral to secure the Non-Controlling Secured Parties with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding or (B) adequate protection (or any comparable relief) for their First Lien Obligations in the form of adequate protection liens and superpriority claims to the same extent granted under Section 507(b) to the Controlling Collateral Agent to secure the First Lien Obligations of the Bankruptcy Code Controlling Secured Parties, provided such liens (and related collateral) shall be subject to this Agreement, including the Priority Secured Creditors priorities set forth herein, and any amounts paid or distributed on account of such liens or claims (other than payments for professional fees and expenses of advisors) shall be deemed Proceeds for purposes of Section 2.01; provided, that any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect First Lien Secured Parties receiving adequate protection shall not object to any debtor-in-possession financing (whether or not constituting other First Lien Secured Party receiving adequate protection reasonably comparable to any adequate protection granted to such First Lien Secured Parties in connection with a DIP Financing) Financing or use of its cash collateral collateral; and (e.g. Revolver Cash Collateral or Term Loan Cash CollateralB) after the Discharge of Priority Revolving Credit Obligations, as applicable); provided that the inability of the Junior any Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other Party may request adequate protection or replacement liens, or any superpriority claims under Section 507(b) in the form of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralPost-Petition Interest.

Adequate Protection. (a) As adequate protection for the Debtors’ (i) granting of perfected, senior security interests in Pre-Petition Collateral in which the Pre-Petition Lenders and Pre-Petition Agents have a perfected, first priority security interest, and (ii) use of the Pre-Petition Collateral (including Cash Collateral), in accordance with sections 361, 363(e), and 364(d) of the Bankruptcy Code, the Pre-Petition Lenders and Pre-Petition Agents are hereby granted valid, perfected, post-petition security interests in and liens (the “Pre-Petition Lender Replacement Liens”) on the Post-Petition Collateral (including Cash Collateral), and all cash and non-cash proceeds, rents, products and profits of any such Pre-Petition Collateral, to secure an amount equal to the aggregate diminution in the value of the Pre-Petition Lenders’ and Pre-Petition Agents’ interests in the Debtors’ interest in the Pre-Petition Collateral since the Filing Date for any reason (the “Pre-Petition Lender Diminution Amount”). (b) Notwithstanding anything to the foregoing provisions contrary contained in this Section 6Interim Order or elsewhere, in any Insolvency Proceedingthe Pre-Petition Lender Replacement Liens granted herein are pari passu with the liens under the Pre-Petition Credit Agreement (the “Pre-Petition Liens”) and are junior and subordinate only to (i) the Post Petition Liens, if any (ii) Permitted Priority Secured Creditor Liens, and (or any subset thereofiii) is the Carve-Out. (c) To the extent that the Pre-Petition Lender Replacement Liens prove insufficient to provide the Pre-Petition Lenders and/or Pre-Petition Agents, as the case may be, with adequate protection, the Pre-Petition Lenders and Pre-Petition Agents shall be granted adequate protection in respect of its interests in its Priority Collateral junior superpriority administrative claims (a the “Senior Adequate Protection LienClaims”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection full amount of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral thatPre-Petition Lender Diminution Amount, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to contemplated by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section section 507(b) of the Bankruptcy Code, in respect having priority over any other claims, including the Debtors’ intercompany administrative claims and all other claims made pursuant to section 507(b) of the interests Bankruptcy Code, and junior only to the Superpriority Claim granted the Lenders and subject only to payment of DIP Obligations and the Carve-Out. (d) Subject only to the rights of the Existing Notes Creditors parties in interest reserved under Paragraph 16 below, each Debtor shall be deemed to have released, waived, and agreed not to pursue any and all claims and causes of action it has or may have against the Pre-Petition Lenders and Pre-Petition Agents or the Pre-Petition Collateral.

Adequate Protection. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under the applicable Junior Priority Debt Facility, agrees that none of them shall object to, contest or support any other Person objecting to or contesting (a) any request by any Senior Priority Representative or any other Senior Priority Secured Parties for adequate protection, (b) any objection by any Senior Priority Representative or any other Senior Priority Secured Party to any motion, relief, action or proceeding based on any Senior Priority Representative’s or other Senior Priority Secured Party’s claiming a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts of any Senior Priority Representative or any other Senior Priority Secured Party under Section 506(b) or Section 506(c) of the Bankruptcy Code or any similar provision of any other applicable Debtor Relief Law. Notwithstanding the foregoing provisions anything contained in this Section 66.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if any the Senior Priority Secured Creditor Parties (or any subset thereof) is are granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLien on additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other applicable Debtor Relief Law, then each other Junior Priority Representative, for itself and on behalf of each other Junior Priority Secured Party under the applicable Junior Secured Creditors (other than any Existing Notes Creditors) Priority Debt Facility, may seek (and the Priority Secured Creditors may not oppose) or request adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (ias applicable) a replacement Lien on the such additional collateral subject or a superpriority claim, which Lien is subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the or providing adequate protection for all Senior Priority Obligations and such DIP Financing (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)all obligations relating thereto) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Priority Obligations are so subordinated to the Liens securing Senior Priority Obligations under this Agreement (provided that and/or which superpriority claim is subordinated to all superpriority claims granted to any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) Senior Priority Secured Party and (ii) superpriority claims under Section 507(b(1) in the event any Junior Priority Representatives, for themselves and on behalf of the Bankruptcy Code junior Junior Priority Secured Parties under the applicable Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in all respects the form of a Lien on additional collateral, then such Junior Priority Representatives, for themselves and on behalf of each other Junior Priority Secured Party under the applicable Junior Priority Debt Facilities, agree that each Senior Priority Representative shall also be granted a Senior Priority Lien on such additional collateral as security or adequate protection for the Senior Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing or providing adequate protection for the Junior Priority Obligations shall be subordinated to the Liens on such collateral securing the Senior Priority Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement, and (2) in the event any Junior Priority Representatives, for themselves and on behalf of the other Junior Priority Secured Parties under their Junior Priority Debt Documents, seek or request adequate protection and such adequate protection is granted in the form of a superpriority claim, then such Junior Priority Representatives, for themselves and on behalf of each other Junior Priority Secured Party under the applicable Junior Priority Debt Facilities, agree that each Senior Priority Representative shall also be granted a senior superpriority claim as adequate protection for the Senior Priority Obligations and any such DIP Financing and that any such superpriority claim providing adequate protection for the Junior Priority Obligations shall be subordinated to all superpriority claims granted under Section 507(b) to the Senior Priority Secured Parties and the Junior Priority Representatives, for themselves and on behalf of the Bankruptcy Code to the other Junior Priority Secured Creditors on account of any of the Priority Obligations or granted under Parties, irrevocably agree, pursuant to Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b1129(a)(9) of the Bankruptcy Code, and any stipulation or order granting adequate protection of its junior interest in respect the Shared Collateral shall provide, that such junior superiority claims may be paid under any plan or reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims. Without limiting the generality of the interests foregoing, to the extent that the Senior Priority Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Junior Priority Representatives, for themselves and on behalf of the Existing Notes Creditors other Junior Priority Secured Parties under the applicable Junior Priority Debt Facilities, shall not be prohibited from seeking adequate protection in any Collateralthe form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Priority Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Priority Secured Parties.

Adequate Protection. (a) Until the Discharge of Super Senior Obligations has occurred, the Subordinated Lien Collateral Agent, for itself and on behalf of each other Subordinated Lien Claimholder, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Super Senior Collateral Agent or the Super Senior Claimholders for adequate protection under any Bankruptcy Law that does not contravene the terms of this Agreement; or (2) any objection by the Super Senior Collateral Agent or the Super Senior Claimholders to any motion, relief, action or proceeding based on the Super Senior Collateral Agent or the Super Senior Claimholders claiming a lack of adequate protection. (b) Notwithstanding the foregoing provisions in this Section 66.3, in any Insolvency or Liquidation Proceeding, : (1) if any Priority Secured Creditor the Super Senior Claimholders (or any subset thereof) is are granted adequate protection in respect the form of its interests additional collateral or an administrative claim in its Priority connection with any Cash Collateral use or any financing under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (a “Senior Adequate Protection LienDIP Financing”) ), then the Subordinated Lien Collateral Agent, for itself or any of the other Subordinated Lien Claimholders, may seek or request adequate protection in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the such additional collateral subject and junior administrative claims, which Lien will be subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Super Senior Obligations and such Cash Collateral use or DIP Financing (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)all Obligations relating thereto) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Subordinated Lien Obligations are so subordinated to the Super Senior Obligations under this Agreement Agreement, and which administrative claims shall be subordinated in right of payment to the administrative claims provided to the Super Senior Claimholders (provided that or any failure subset thereof) to the same extent as Liens of the Term Loan Creditors or Revolving Creditors Subordinated Lien Claimholders are subordinated to obtain such Junior Adequate Protection the Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant Super Senior Claimholders hereunder; and 168776.01000/150935587v.4 (2) The Subordinated Lien Collateral Agent and Subordinated Lien Claimholders shall only be permitted to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code seek adequate protection with respect to their rights in the Collateral in any debtorInsolvency or Liquidation Proceeding in the form of (A) additional collateral; provided that as adequate protection for the Super Senior Obligations, the Super Senior Collateral Agent, on behalf of the Super Senior Claimholders, is also granted a Lien on such additional collateral, which Lien shall be senior to any Lien of the Subordinated Lien Representatives, Subordinated Lien Collateral Agents and Subordinated Lien Claimholders on such additional collateral; (B) replacement Liens on the Collateral; provided that as adequate protection for the Super Senior Obligations, the Super Senior Collateral Agent, on behalf of the Super Senior Claimholders, is also granted replacement Liens on the Collateral, which Liens shall be senior to the Liens of the Subordinated Lien Representatives, Subordinated Lien Collateral Agents and Subordinated Lien Claimholders on the collateral; (C) an administrative expense claim; provided that as adequate protection for the Super Senior Obligations, the Super Senior Collateral Agent, on behalf of the Super Senior Claimholders, is also granted an administrative expense claim which is senior and prior to the administrative expense claim of the Subordinated Lien Collateral Agent and the Subordinated Lien Claimholders and (D) periodic interest payments at the non-indefault rate and the payment of reasonable out-possession financing of-pocket expenses. (whether or not constituting c) The Subordinated Lien Collateral Agent, for itself and on behalf of each other Subordinated Lien Claimholder, agrees that notice of a hearing to approve DIP Financing) Financing or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that on an interim basis shall be adequate if delivered to the inability Subordinated Lien Collateral Agent at least five (5) full Business Days in advance of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateralsuch hearing.

Adequate Protection. The Second Lien Term Loan Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (i) any request by the First Priority Representative or the First Priority Secured Parties for adequate protection or (ii) any objection by the First Priority Representative or any other First Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (iii) the payment of interest, fees, expenses or other amounts to the First Priority Representative, any First Priority Agent or any other First Priority Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoing provisions anything contained in this Section 65.4 and in Section 5.2 hereof, in any Insolvency Proceeding, if any (x) the Second Lien Term Loan Agent and the Second Priority Secured Creditor Parties may seek, support, accept or retain adequate protection (or any subset thereofA) is only if the First Priority Secured Parties are granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a that includes replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (liens on additional collateral and superpriority claims and the First Priority Representative does not object to the adequate protection being provided to the First Priority Secured Creditors may not opposeParties and (B) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral solely in the form of (ia) a replacement Lien on the such additional collateral subject collateral, subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the First Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting such DIP Financing)) Financing on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations Second Priority Claims are so subordinated to the First Priority Claims under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (iib) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the First Priority Secured Creditors Parties, and (y) in the event the Second Lien Term Loan Agent, on account behalf of any itself and the Second Priority Secured Parties, receives adequate protection, including in the form of additional collateral, then the Second Lien Term Loan Agent, on behalf of itself and the Second Priority Secured Parties, agrees that the First Priority Secured Parties shall have a senior Lien and claim on such adequate protection as security for the First Priority Obligations or and that any Lien on any additional collateral securing the Second Priority Obligations shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any DIP Financing (and all Obligations relating thereto) and any other Liens granted under Section 364(c)(1) of to the Bankruptcy Code First Priority Secured Parties as adequate protection, with respect such subordination to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided be on the same terms that the inability of other Liens securing the Junior Secured Creditors Second Priority Obligations are subordinated to receive a Lien on actions such First Priority Obligations under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralAgreement.

Adequate Protection. Notwithstanding (a) The Notes Collateral Agent, on behalf of itself and the foregoing provisions in this Section 6Senior Secured Notes Secured Parties and Additional Secured Parties, agrees that none of them shall oppose (or support any other person opposing) (i) any motion or other request by the Credit Agreement Collateral Agent or the holders of Priority Payment Lien Obligations for adequate protection of the Credit Agreement Collateral Agent’s Liens upon the Shared Collateral in any form, including any claim of the Credit Agreement Collateral Agent or the holders of Priority Payment Lien Obligations to post-petition interest, fees, or expenses as a result of their Lien on the Shared Collateral and request for additional or replacement Liens on post-petition assets of the same type as the Shared Collateral and/or for a superpriority administrative claim, or (ii) any objection by the Credit Agreement Collateral Agent or the holders of Priority Payment Lien Obligations claiming a lack of adequate protection with respect to their Liens in the Shared Collateral. (b) In any Insolvency or Liquidation Proceeding, if any Priority the Notes Collateral Agent, on behalf of itself and the Senior Secured Creditor (or any subset thereof) is granted Notes Secured Parties and Additional Secured Parties, may seek adequate protection in respect of its interests in its the Senior Secured Notes Obligations and the Additional First Lien Obligations, subject to the provisions of this Agreement, only if the Credit Agreement Collateral Agent or the holders of Priority Collateral (a “Senior Adequate Protection Lien”) Payment Lien Obligations, as the case may be, are granted adequate protection in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a additional collateral or replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Shared Collateral that, as to such Junior Secured Creditor, is its Priority Collateraland/or a superpriority administrative claim, in which event the Liens Notes Collateral Agent may receive as adequate protection an additional or replacement Lien and/or superpriority administrative claim (as applicable) that is junior and subordinate to such lien and/or claim granted to the Credit Agreement Collateral Agent or such holders of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Payment Lien Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) as adequate protection on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Senior Secured Notes Obligations and the Additional First Lien Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to Liens securing the Priority Secured Creditors Payment Lien Obligations. In the event the Notes Collateral Agent, on account behalf of itself or any of the Senior Secured Notes Secured Parties and Additional Secured Parties, seeks or requests (or is otherwise granted) adequate protection in respect of Senior Secured Notes Obligations and the Additional First Lien Obligations and such adequate protection is granted in the form of an additional or replacement Lien and/or a superpriority administrative claim, then the Notes Collateral Agent, on behalf of itself and the Senior Secured Notes Secured Parties and Additional Secured Parties, agrees that the Credit Agreement Collateral Agent or the holders of Priority Obligations Payment Lien Obligations, as the case may be, shall also be granted an additional or granted under Section 364(c)(1replacement Lien and/or a superpriority administrative claim (as applicable) as adequate protection for its senior interest in the Shared Collateral, and that the Notes Collateral Agent’s additional or replacement Lien and/or superpriority administrative claim (as applicable) shall be subordinated to the additional or replacement Lien and/or superpriority administrative claim of the Bankruptcy Code Credit Agreement Collateral Agent or the holders of Priority Payment Lien Obligations, as the case may be, on the same basis as the Liens and claims of the Notes Collateral Agent on the Shared Collateral are subordinated to the Liens of, and claims with respect to, the Credit Agreement Collateral Agent or the holders of Priority Payment Lien Obligations on the Shared Collateral pursuant hereto. (c) Notwithstanding the foregoing, if the holders of the Priority Payment Lien Obligations are deemed by a court of competent jurisdiction to be fully secured on the petition date of any debtorInsolvency or Liquidation Proceeding, or have been granted as adequate protection or otherwise the right to receive current post-inpetition interest, incurred fees or expenses or other cash payments, then the Notes Collateral Agent and the Notes Secured Parties and Additional Secured Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-possession financing petition interest, incurred fees, and expenses or other cash payments (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that , in addition to the inability forms of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under described in Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateral5.03(b).

Adequate Protection. Notwithstanding (i) Without limiting the foregoing right of the ABL Agent, for itself and on behalf of the ABL Secured Parties, to seek any form of adequate protection of their interest in the ABL Priority Collateral, the ABL Agent, for itself and on behalf of the ABL Secured Parties, may seek adequate protection of such interest in the form of replacement Liens on post-petition collateral of the same type as the ABL Collateral. In addition, the ABL Agent, for itself and on behalf of the ABL Secured Parties, may seek adequate protection of its junior interest in the Term Priority Collateral, subject to the provisions in of this Section 6Agreement; provided, in any Insolvency Proceeding, that if any Priority Secured Creditor (or any subset thereofx) the Term Agent is granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien on post-petition collateral of the same type as the Term Priority Collateral and (y) such adequate protection requested by the ABL Agent is in the form of a replacement Lien on post-petition collateral of the same type as the Term Priority Collateral, such Lien, if granted to the Junior Secured Creditors (other than any Existing Notes Creditors) may seek ABL Agent, will be subordinated to the adequate protection Liens granted in favor of the Term Agent on such post-petition collateral, and, if applicable, to the DIP Financing Liens (and all obligations related thereto) secured by such Term Collateral and provided by the Term Agent or one or more Term Secured Parties on the same basis as the ABL Liens on the Term Priority Collateral are subordinated to the Term Liens under this Agreement. If the ABL Agent, for itself and on behalf of the ABL Secured Creditors may not opposeParties, seeks or requests (or is otherwise granted) adequate protection of its junior interest in the interests of the Junior Secured Creditors in such Term Priority Collateral in the form of (i) a replacement Lien on post-petition assets of the additional collateral subject to same type as the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Term Priority Collateral, then the ABL Agent, for itself and the ABL Secured Parties, agrees that the Term Agent shall also be granted a replacement Lien on such post-petition assets as adequate protection of its senior interest in which the Liens Term Collateral and that the ABL Agent’s replacement Lien shall be subordinated to the replacement Lien of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) Term Agent on the same basis as the other ABL Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Term Priority Collateral securing are subordinated to the Junior Obligations are so subordinated Term Liens under this Agreement (provided that Agreement. If the ABL Agent or any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority ABL Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, Party receives as applicable); provided that the inability of the Junior Secured Creditors to receive adequate protection a Lien on actions under Chapter 5 post-petition assets of the Bankruptcy Code or proceeds thereof same type as the ABL Priority Collateral, then such post-petition assets shall not affect also constitute ABL Priority Collateral to the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek extent of any Junior Adequate Protection Liens or other allowed claim of the ABL Secured Parties secured by such adequate protection or replacement liens, or any superpriority claims under Section 507(b) Lien and shall be subject to the terms of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateralthis Agreement.

Adequate Protection. SFDOCS01/318383.4 20 Midway – Subordination Agreement (i) In any Proceeding involving an Obligor, Junior Lender agrees that it shall not contest (or support any other person contesting): (A) any request by Senior Lender for adequate protection (including, without limitation, adequate protection in the form of cash payments consisting of post-petition interest (including, without limitation, interest accruing at the default rate), fees or expenses); or (B) any objection by Senior Lender to any motion, relief, action, or proceeding based on Senior Lender’s claiming a lack of adequate protection. (ii) Notwithstanding anything to the foregoing provisions in this Section 6contrary herein, in any Insolvency Proceeding, Proceeding involving an Obligor: (A) if any Priority Secured Creditor (or any subset thereof) Senior Lender is granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLien (on existing or future assets of Obligors) in connection with any DIP Financing or use of cash collateral, the then Senior Lender agrees that Junior Secured Creditors (other than any Existing Notes Creditors) may Lender shall also be entitled to seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien (on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”existing or future assets of Obligors), which Junior Adequate Protection Liensreplacement Lien, if grantedobtained, will shall be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) Debt on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations Debt are so subordinated subordinate to the Senior Debt under this Agreement Agreement; (provided B) if Junior Lender is granted adequate protection in the form of a replacement Lien (on existing or future assets of Obligors), then Junior Lender agrees that Senior Lender shall also be entitled to seek a senior adequate protection Lien on existing or future assets of Obligors as security for the Senior Debt and that any failure adequate protection Lien on such existing or future assets securing the Junior Debt shall be subordinated to the Lien on such collateral securing the Senior Debt on the same basis as the other Liens securing the Junior Debt are subordinated to the Senior Debt under this Agreement; (C) if Senior Lender is granted adequate protection in the form of the Term Loan Creditors an administrative expense claim or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair Superpriority Claim under Sections 507(b) or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b364(c)(i) of the Bankruptcy Code junior in all respects connection with any DIP Financing or use of Cash Collateral, then Senior Lender agrees that Junior Lender shall also be entitled to seek adequate protection in the form of an expense of administration claim, which administration claim, if obtained, shall be subordinate to the superpriority claims administration claim of Senior Lender; (D) if Junior Lender is granted adequate protection in the form of an administrative expense claim or Superpriority Claim under Section Sections 507(b) or 364(c)(i) of the Bankruptcy Code to the Priority Secured Creditors on account of in connection SFDOCS01/318383.4 21 Midway – Subordination Agreement (E) Junior Lender may not seek any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code other adequate protection with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash rights in the Collateral, as applicable); provided that to the inability extent it interferes with the rights of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 Senior Lender or otherwise is in contravention of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralAgreement.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting (a) any request by the First Priority Creditors for adequate protection or any adequate protection provided to the First Priority Creditors (provided such adequate protection does not include a Lien on Issuer Collateral) or (b) any objection by the First Priority Creditors to any motion, relief, action or proceeding based on a claim of a lack of adequate protection with respect to Common Collateral or (c) the payment of interest, fees, expenses, costs, charges or other amounts to the First Priority Creditors under Section 506(b) of the Bankruptcy Code or otherwise. Notwithstanding the foregoing provisions anything contained in this Section 6and in Section 5.2(b) (but subject to all other provisions of this Agreement, including, without limitation, Sections 5.2(a) and 5.3), in any Insolvency Proceeding, (i) if any the First Priority Secured Creditor Creditors (or any subset thereof) is are granted adequate protection consisting of additional collateral (with replacement liens on such additional collateral) in connection with any DIP Financing or use of cash collateral (unless such cash collateral does not constitute Common Collateral), and the First Priority Creditors do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of such cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may seek or accept adequate protection with respect of its to such interests in its Priority Common Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form consisting solely of (ix) a replacement Lien on the same additional collateral subject collateral, subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the First Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting such DIP Financing)) Financing on substantially the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Second Priority Obligations are so subordinated to the First Priority Obligations under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (iiy) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, junior in respect all respects to the superpriority claims granted to the First Priority Creditors under Section 507(b) of the interests Bankruptcy Code, provided, however, the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Existing Notes Creditors Bankruptcy Code, on behalf of itself and the Second Priority Secured Parties, in any Collateralstipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, seeks or accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then the Second Priority Representative, on behalf of itself or any of the Second Priority Secured Parties, agrees that the First Priority Creditors shall also be granted a senior Lien on such additional collateral as security for the First Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Obligations shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the First Priority Creditors as adequate protection, with such subordination to be on substantially the same terms that the other Liens securing the Second Priority Obligations on the Common Collateral are subordinated to such First Priority Obligations under this Agreement. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection without the prior written consent of the First Priority Creditors.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 62.13, in any Insolvency Proceeding, if any Priority Secured Creditor the Lenders (or any subset thereof) is are granted adequate protection in respect the form of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLiens, the Junior Secured Second Lien Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors Lenders may not oppose) adequate protection of their interests in the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations Senor Indebtedness (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors Senior Agent or the other Lenders) and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Second Lien Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Second Lien Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Second Lien Creditors pursuant to Section 6.12.13B(a)) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors Senior Agent and the Lenders on account of any of the Priority Obligations Senior Indebtedness or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable)collateral; provided that the inability of the Junior Secured Second Lien Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes 2.13; and provided, further, that the Second Lien Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement lienshave irrevocably agreed, or any superpriority claims under pursuant to Section 507(b1129(a)(9) of the Bankruptcy CodeCode in any stipulation and/or order granting such adequate protection, that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims. Except as expressly set forth above, the Second Lien Creditors may not seek post-petition interest and/or adequate protection payments in any Proceeding, and the Senior Agent and the Lenders may oppose any payments proposed to be made by any Obligor to the Second Lien Creditors. Furthermore, in respect the event that any Second Lien Creditor actually receives any post-petition interest and/or adequate protection payments in any Proceeding, the same shall be segregated and held in trust and promptly paid over to the Senior Agent, for the benefit of the interests Lenders, in the same form as received, with any necessary endorsements, and each Second Lien Creditor hereby authorizes the Senior Agent to make any such endorsements as agent for the Second Lien Creditors (which authorization, being coupled with an interest, is irrevocable) to be held and/or applied by Senior Agent in accordance with the terms of the Existing Notes Creditors Loan Documents (or any Permitted Refinancing Loan Documents) until all Senior Indebtedness (other than Excess Senior Indebtedness) is Paid In Full before any of the same shall be made to one or more of the Second Lien Creditors, and each Second Lien Creditor irrevocably authorizes, empowers and directs any debtor, debtor in any Collateralpossession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such payments to the Senior Agent.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 6, in any Insolvency Proceeding, if any Priority Secured Creditor (or any subset thereof) is granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors Each Secured Creditor agrees that it shall not seek or otherwise be granted any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) payments with respect to its interests in the Collateral from Proceeds of Collateral which do not constitute its Priority Collateral (except as may be consented to in writing by the Bankruptcy Code, applicable Priority Secured Creditor in respect of the interests of the Existing Notes Creditors in any Collateralits sole and absolute discretion).

Adequate Protection. The First Lien Junior Priority Representative, on behalf of itself and the other First Lien Junior Priority Secured Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Lien Senior Priority Representative or the other First Lien Senior Priority Secured Parties for adequate protection or any adequate protection provided to the First Lien Senior Priority Representative or the other First Lien Senior Priority Secured Parties or (b) any objection by the First Lien Senior Priority Representative or any other First Lien Senior Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts to the First Lien Senior Priority Representative or any other First Lien Senior Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoing provisions anything contained in this Section 6and in Section 5.2(b) (but subject to all other provisions of this Agreement, including, without limitation, Sections 5.2(a) and 5.3), in any Insolvency Proceeding, (i) if any the First Lien Senior Priority Secured Creditor Parties (or any subset thereof) is are granted adequate protection consisting of additional collateral (with replacement liens on such additional collateral) and superpriority claims in respect connection with any DIP Financing or use of its interests cash collateral, then in its connection with any such DIP Financing or use of cash collateral the First Lien Junior Priority Collateral (a “Senior Adequate Protection Lien”) in Representative, on behalf of itself and any of the form of a replacement LienFirst Lien Junior Priority Secured Parties, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) or accept adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form consisting solely of (ix) a replacement Lien on the same additional collateral subject collateral, subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the First Lien Senior Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting such DIP Financing)) Financing on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the First Lien Junior Priority Obligations are so subordinated to the First Lien Senior Priority Obligations under this Agreement Agreement, (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (iiy) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the First Lien Senior Priority Secured Creditors on account Parties and (z) without prejudice to any right of any First Lien Senior Priority Secured Party to object thereto, the payment of post-petition interest (provided, in the Priority Obligations or granted under Section 364(c)(1) case of the Bankruptcy Code with respect to any debtor-in-possession financing this clause (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateralz), as applicable); provided that the inability of the Junior First Lien Senior Priority Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other Parties have been granted adequate protection or replacement liensin the form of post-petition interest reasonably satisfactory to them), or any superpriority claims under provided, however, that the First Lien Junior Priority Representative shall have irrevocably agreed, pursuant to Section 507(b1129(a)(9) of the Bankruptcy Code, on behalf of itself and the First Lien Junior Priority Secured Parties, in respect any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event the First Lien Junior Priority Representative, on behalf of itself and the First Lien Junior Priority Secured Parties, seeks or accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then the First Lien Junior Priority Representative, on behalf of itself or any of the interests First Lien Junior Priority Secured Parties, agrees that the First Lien Senior Priority Representative shall also be granted a senior Lien on such additional collateral as security for the First Lien Senior Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the First Lien Junior Priority Obligations shall be subordinated to the Liens on such collateral securing the First Lien Senior Priority Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the First Lien Senior Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the First Lien Junior Priority Obligations are subordinated to such First Lien Senior Priority Obligations under this Agreement. The First Lien Junior Priority Representative, on behalf of itself and the other First Lien Junior Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection without the prior written consent of the Existing Notes Creditors in any CollateralFirst Lien Senior Priority Representative.

Adequate Protection. Notwithstanding (a) None of the foregoing provisions in this Section 6, Term Agents or Term Claimholders shall oppose (or support the op- position of any other Person to) in any Insolvency ProceedingProceeding under the Bankruptcy Code involving any Grantor (i) any motion or other request by the ABL Revolving Collateral Agent or ABL Revolving Claimholders for adequate protection of the ABL Revolving Collateral Agent’s Liens upon the ABL Re- volving Priority Collateral, if including any claim of the ABL Revolving Collateral Agent or ABL Revolv- ing Claimholders to post-petition interest, fees or expenses or otherwise as a result of their Lien on the ABL Revolving Priority Secured Creditor Collateral (so long as any post-petition interest, fees or expenses paid as a result thereof is not paid from the proceeds of Notes Priority Collateral or from advances of any subset thereofTerm DIP Fi- nancing to be secured by the Notes Priority Collateral), request for adequate protection for the application of proceeds of ABL Revolving Priority Collateral to the ABL Revolving Obligations, and request for re- placement or additional Liens on post-petition assets of the same type as the ABL Revolving Priority Col- lateral or a superpriority administrative claim, or (ii) any objection by the ABL Revolving Collateral Agent or ABL Revolving Claimholders to any motion, relief, action or proceeding based on the ABL Re- volving Collateral Agent or the ABL Revolving Claimholders claiming a lack of adequate protection with respect to their Liens in the ABL Revolving Priority Collateral. In addition under the Bankruptcy Code, the ABL Revolving Collateral Agent, for itself and on behalf of the ABL Revolving Claimholders, may seek adequate protection of its junior interest in the Notes Priority Collateral, subject to the provisions of this Agreement; provided that each Term Agent is granted adequate protection in respect the form of a senior re- placement or additional Lien on post-petition assets of the same type as the Notes Priority Collateral and/or a senior superpriority administrative claim (as applicable). Such Lien on post-petition assets of the same type as the Notes Priority Collateral and/or a superpriority administrative claim (as applicable), if granted to the ABL Revolving Collateral Agent, will be subordinated to the adequate protection Liens granted in favor of the Term Agents on such post-petition assets and/or a superpriority administrative claim granted in favor of the Term Agents, and, if applicable, to the Term DIP Financing Liens of the Term Agents or the Term Claimholders on such post-petition assets of the same type as the Notes Priority Collateral. If the ABL Revolving Collateral Agent, for itself and on behalf of the ABL Revolving Claim- holders, seeks or requires (or is otherwise granted) adequate protection of its interests junior interest in its the Notes Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lienor additional Lien on the post-petition assets of the same type as the Notes Priority Collateral and/or a superpriority administrative claim, then the ABL Revolving Collateral Agent, for itself and the ABL Revolving Claimholders, agrees that each Term Agent shall also be granted a replacement or additional Lien on such post-petition assets as adequate protection of its sen- ior interest in the Notes Priority Collateral and/or a superpriority administrative claim and that the ABL Revolving Collateral Agent’s replacement or additional Lien and/or superpriority administrative claim (as applicable) shall be subordinated to the replacement or additional Lien and/or superpriority administrative claim of the Term Agent on the same basis as the Liens of the ABL Revolving Collateral Agent on the Notes Priority Collateral are subordinated to the Liens of the Term Agents on the Notes Priority Collateral under this Agreement; in that regard, the Junior Secured Creditors ABL Revolving Collateral Agent, for itself and the ABL Re- volving Claimholders, further agrees that it will not accept any such replacement or additional Liens on such post-petition assets of the same type as the Notes Priority Collateral and/or a superpriority adminis- trative claim unless each Term Agent shall also have received a replacement or additional Lien thereon and/or a superpriority administrative claim as adequate protection of its senior interest in the Notes Priori- ty Collateral that is superior to the additional or replacement Liens and/or a superpriority administrative claim (as applicable) so granted to the ABL Revolving Collateral Agent. If the ABL Revolving Collateral Agent or any ABL Revolving Claimholder receives as adequate protection a Lien on post-petition assets of the same type as the ABL Revolving Priority Collateral, then such post-petition assets shall also consti- tute ABL Revolving Priority Collateral to the extent of any allowed claim of the ABL Revolving Collat- eral Agent and the ABL Revolving Claimholders secured by such adequate protection Lien and shall be subject to this Agreement. (b) None of the ABL Revolving Collateral Agent or ABL Revolving Claimholders shall oppose (or support the opposition of any other than Person to) in any Existing Insolvency Proceeding under the Bankruptcy Code involving any Grantor (i) any motion or other request by any Term Agent or Term Claimholders for adequate protection of such Term Agent’s Liens upon the Notes CreditorsPriority Collateral, in- cluding any claim of such Term Agent or the Term Claimholders to post-petition interest, fees or expens- es or otherwise as a result of their Lien on the Notes Priority Collateral (so long as any post-petition inter- est, fees or expenses paid as a result thereof is not paid from the proceeds of ABL Revolving Priority Col- lateral or from advances of any ABL DIP Financing to be secured by the ABL Revolving Priority Collat- eral), request for adequate protection for the application of proceeds of Notes Priority Collateral to the Term Obligations, and request for replacement or additional Liens on post-petition assets of the same type as the Notes Priority Collateral or a superpriority administrative claim, or (ii) any objection by any Term Agent or the Term Claimholders to any motion, relief, action or proceeding based on the such Term Agent or the Term Claimholders claiming a lack of adequate protection with respect to their Liens in the Notes Priority Collateral. In addition under the Bankruptcy Code, each Term Agent, for itself and on be- half of the Term Claimholders, may seek adequate protection of its junior interest in the ABL Revolving Priority Collateral, subject to the provisions of this Agreement; provided that the ABL Revolving Collat- eral Agent is granted adequate protection in the form of a senior replacement or additional Lien on post- petition assets of the same type as the ABL Revolving Priority Collateral and/or a senior superpriority administrative claim (as applicable). Such Lien on post-petition assets of the same type as the ABL Re- volving Priority Collateral and/or a superpriority administrative claim (as applicable), if granted to the such Term Agent, will be subordinated to the adequate protection Liens granted in favor of the ABL Re- volving Collateral Agent on such post-petition assets and/or a superpriority administrative claim granted in favor of the ABL Revolving Collateral Agent, and, if applicable, to the ABL DIP Financing Liens of the ABL Revolving Collateral Agent or the ABL Revolving Claimholders on such post-petition assets of the same type as the ABL Revolving Priority Collateral. If such Term Agent, for itself and on behalf of the Priority Secured Creditors may not opposeTerm Claimholders, seeks or requires (or is otherwise granted) adequate protection of its junior inter- est in the interests of the Junior Secured Creditors in such ABL Revolving Priority Collateral in the form of (i) a replacement or additional Lien on the post- petition assets of the same type as the ABL Revolving Priority Collateral and/or a superpriority adminis- trative claim, then such Term Agent, for itself and the Term Claimholders, agrees that the ABL Revolving Collateral Agent shall also be granted a replacement or additional collateral subject Lien on such post-petition assets as ad- equate protection of its senior interest in the ABL Revolving Priority Collateral and/or a superpriority administrative claim and that such Term Agent’s replacement or additional Lien and/or superpriority ad- ministrative claim (as applicable) shall be subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens replacement or additional Lien and/or su- perpriority administrative claim of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) ABL Revolving Collateral Agent on the same basis as the other Liens of such Term Agent on the ABL Revolving Priority Collateral are subordinated to the Liens of the Junior Secured Creditor ABL Re- volving Collateral Agent on the Priority Secured Creditor’s ABL Revolving Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided Agreement; in that regard, such Term Agent, for itself and the Term Claimholders, further agrees that it will not accept any failure such re- placement or additional Liens on such post-petition assets of the Term Loan Creditors same type as the ABL Revolving Priority Collateral and/or a superpriority administrative claim unless the ABL Revolving Collateral Agent shall also have received a replacement or additional Lien thereon and/or a superpriority administrative claim as adequate protection of its senior interest in the ABL Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects Priority Collateral that is superior to the additional or replacement Liens and/or a superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing administrative claim (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors ) so granted to receive such Term Agent. If such Term Agent or any Term Claimholder receives as adequate protection a Lien on actions under Chapter 5 post-petition assets of the Bankruptcy Code or proceeds thereof same type as the Notes Priority Collateral, then such post-petition assets shall not affect also constitute Notes Priority Collateral to the agreements extent of any allowed claim of the such Term Agent and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other the holders of Term Obligations secured by such adequate protection Lien and shall be subject to this Agreement. (c) No Term Agent or replacement liensany other Term Claimholder shall object to, oppose, or chal- lenge any superpriority claims under Section 507(b) of claim by the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors ABL Revolving Collateral Agent or any ABL Revolving Claimholder for allow- ance in any CollateralInsolvency Proceeding of ABL Revolving Obligations consisting of post-petition interest, fees, or expenses. (d) Neither the ABL Revolving Collateral Agent nor any other ABL Revolving Claimholder shall object to, oppose, or challenge any claim by any Term Agent or any Term Claimholder for allowance in any Insolvency Proceeding of Term Obligations consisting of post-petition interest, fees, or expenses.

Adequate Protection. Notwithstanding (a) The Junior Creditor agrees that it shall not, with respect to any collateral held by a Senior Agent for the foregoing provisions in this Section 6benefit of Senior Creditors (other than the Escrow Account Collateral), in object, contest, or support any Insolvency Proceedingother Person objecting to or contesting, if (i) any Priority Secured request by any Senior Agent or any Senior Creditor for adequate protection or (ii) any objection by any Senior Agent or any Senior Creditor to any motion, relief, action or proceeding based on a claim of a lack of adequate protection. (b) The Senior Creditors will not raise any objection to a request by the Junior Creditor (or any subset thereofand the Junior Creditor may make requests) is granted for (i) adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) payments in the form of a replacement Lien, the Junior Secured Creditor retaining a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority in relation to the Senior Creditors (other than any Existing Notes Creditors) may seek (and as existed prior to the Priority Secured Creditors may not oppose) adequate protection commencement of the interests of insolvency or liquidation proceedings as contemplated by clause (a) above, (ii) the Junior Secured Creditors in such Priority Collateral in the form of (i) Creditor receiving a replacement Lien on post-petition assets with the additional collateral subject same priority relative to the Liens securing Senior Lien Obligations as existed immediately prior to the commencement of the Insolvency proceeding, and (iii) a superpriority claim on the Escrow Account Collateral or, provided that such claim is junior in all respects to the superpriority claims granted to the Senior Adequate Protection Liens Creditors, collateral other than the Escrow Account Collateral; provided that, (the “Junior Adequate Protection Liens”), which Junior Adequate Protection A) all such Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Senior Lien Obligations (including, without limitation, the Senior Adequate Protection Liens senior lien adequate protection liens and any “carve-out” agreed to by the Priority Secured Creditors any Senior Agent) and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing), but excluding any such Liens on the Escrow Account Collateral) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Lien Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (iiB) all such superpriority claims under Section 507(b) of on collateral other than the Bankruptcy Code Escrow Account Collateral, if granted, are junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Senior Creditors on account of any of the Priority Senior Lien Obligations or granted with respect to the DIP Financing or use of cash collateral on the same basis as the other Liens securing the Junior Lien Obligations are so subordinated under Section 364(c)(1this Agreement and the Junior Creditor shall have irrevocably agreed that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims. Notwithstanding anything contained in this Agreement to the contrary, if, in connection with any Insolvency Proceeding, (A) of the Bankruptcy Code any Senior Creditor seeks or requests adequate protection with respect to any debtor-in-possession financing collateral held by a Senior Agent for the benefit of Senior Creditors (whether other than the Escrow Account Collateral) in the form of a Lien on additional collateral, the Junior Creditor may seek or not constituting request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing Senior Lien Obligations and DIP FinancingFinancing Liens on the same basis as the other Liens securing Junior Lien Obligations are subordinated to the Liens securing Senior Lien Obligations under this Agreement or (B) the Junior Creditor is granted adequate protection in the form of a Lien on additional collateral, each Senior Agent will, for themselves and on behalf of their respective Senior Creditors, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Liens securing Junior Lien Obligations as security for the Senior Lien Obligations. (c) Nothing in Section 5.3(a) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that Section 5.3(b) shall modify the inability rights of the Junior Secured Creditors Creditor or the Facility/Swap Agent as holders of Liens on the Escrow Account Collateral relating to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of thereof, it being understood that such matters are addressed in the interests of the Existing Notes Creditors in any CollateralEscrow Accounts Intercreditor Agreement.

Adequate Protection. Notwithstanding the foregoing provisions in this Section 66.2, in any Insolvency Proceeding, if any Priority Secured Creditor the First Lien Creditors (or any subset thereof) is are granted adequate protection in respect the form of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLiens, the Junior Secured Second Lien Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured First Lien Creditors may not oppose) adequate protection of their interests in the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority First Lien Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors First Lien Agent or the other First Lien Creditors) and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Second Lien Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Second Lien Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Second Lien Creditors pursuant to Section 6.16.2(a)) and (ii) superpriority super priority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured First Lien Creditors on account of any of the Priority First Lien Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable)collateral; provided that the inability of the Junior Secured Second Lien Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors 6.2 and provided, further, that the Second Lien Agent shall seek any Junior Adequate Protection Liens or other adequate protection or replacement lienshave irrevocably agreed, or any superpriority claims under pursuant to Section 507(b11 29(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Lien Creditors, in respect any stipulation and/or order granting such adequate protection, that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims. Except as expressly set forth above, the Second Lien Creditors may not seek post-petition interest and/or adequate protection payments in any Insolvency Proceeding, and the First Lien Creditors may oppose any payments proposed to be made by any Obligor to the Second Lien Creditors. Furthermore, in the event that any Second Lien Creditor actually receives any post-petition interest and/or adequate protection payments in any Insolvency Proceeding, the same shall be segregated and held in trust and promptly paid over to the First Lien Agent, for the benefit of the interests First Lien Creditors, in the same form as received, with any necessary endorsements, and each Second Lien Creditor hereby authorizes the First Lien Agent to make any such endorsements as agent for the Second Lien Agent (which authorization, being coupled with an interest, is irrevocable) to be held and/or applied by First Lien Agent in accordance with the terms of the Existing Notes Creditors First Lien Documents until all First Lien Obligations are Paid In Full before any of the same shall be made to one or more of the Second Lien Creditors, and each Second Lien Creditor irrevocably authorizes, empowers and directs any debtor, debtor in any Collateralpossession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such payments to the First Lien Agent.

Adequate Protection. (a) Each Representative, on behalf of itself and the other Secured Parties that it acts for, agrees that none of them shall oppose, object to, contest, or support any other Person objecting to or contesting: (i) any request by any Senior Representative or any other Senior Secured Party for adequate protection of its interest with respect to its Senior Priority Collateral, including, without limitation, in the form of Adequate Protection Liens, superpriority claims, interest, fees, expenses, professionals’ fees and expenses, or other amounts; (ii) any objection by any Senior Representative or any other Senior Secured Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection to the such Senior Secured Parties with respect to its Senior Priority Collateral; or (iii) the payment of interest, fees, expenses or other amounts to any Senior Representative or any other Senior Secured Party under sections 506(b) or 506(c) of the Bankruptcy Code or otherwise with respect to its Senior Priority Collateral. (b) In any Insolvency Proceeding, solely to the extent that the Senior Secured Parties are granted adequate protection of their interest in the Senior Priority Collateral in the form of Adequate Protection Liens or superpriority claims in connection with any DIP Financing or use of cash collateral under sections 363 or 364 of the Bankruptcy Code, then the Junior Representative, on behalf of each Junior Secured Party represented by it, shall be entitled to seek Adequate Protection Liens and/or superpriority claims on such Senior Priority Collateral, which Adequate Protection Liens and/or superpriority claims shall be subordinated to (i) any Adequate Protection Liens and superpriority claims of the Senior Secured Parties with respect to such Senior Priority Collateral, (ii) any Adequate Protection Liens granted to the Senior Secured Parties on any additional collateral, and (iii) the Liens on such collateral and superpriority claims granted under such DIP Financing; (c) Notwithstanding anything to the foregoing provisions contrary in this Section 67.4(a), in any Insolvency Proceeding, if any Priority Secured Creditor (Parties may seek, support, accept or any subset thereof) is granted retain adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection assets of the interests of the Junior Secured Creditors in such Priority Grantors or their Subsidiaries that do not constitute Common Collateral solely in the form of (iA) a replacement an Adequate Protection Lien on the additional collateral subject to the Senior Adequate Protection Liens such assets and (the “Junior Adequate Protection Liens”)B) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens disclosing of information and the ability to monitor such adequate protection; and (d) No Secured Party will assert or enforce any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated claim made under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1section 506(c) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Common Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateral.

Adequate Protection. (a) Each Second Priority Representative, on behalf of itself and the other applicable Second Priority Secured Parties, agrees that none of them shall object to, contest, or support any other Person objecting to or contesting, (i) any request by the First Priority Representative or any other First Priority Secured Party for adequate protection with respect to the ABL Priority Collateral, including, without limitation, in the form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or other amounts or (ii) any request by the First Priority Representative or any other First Priority Secured Party for adequate protection in the form of Adequate Protection Liens on Term Loan/Notes Exclusive Collateral that are junior and subordinate to the Liens of the Second Priority Secured Parties secured by such Term Loan/Notes Exclusive Collateral on terms substantially identical to the terms on which the Liens of the Second Priority Secured Parties are junior and subordinate to the Liens of the First Priority Secured Parties hereunder, (iii) any objection by the First Priority Representative or any other First Priority Secured Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection to the First Priority Secured Parties with respect to the ABL Priority Collateral or (iv) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise with respect to the ABL Priority Collateral. Solely to the extent that the First Priority Representative, on behalf of the First Priority Secured Parties, receives Adequate Protection Liens secured by ABL Priority Collateral, each Second Priority Representative shall be entitled to seek Adequate Protection Liens on such ABL Priority Collateral; provided that such Second Priority Representative’s Adequate Protection Liens shall be junior and subordinate to the Adequate Protection Liens granted to the First Priority Representative on the same terms and conditions as are provided herein. (b) Notwithstanding anything to the foregoing provisions contrary in this Section 65.4(a), (1) in any Insolvency Proceeding, if any the Second Priority Representatives and the other Second Priority Secured Creditor (Parties may seek, support, accept or any subset thereof) is granted retain adequate protection in respect of its interests in its assets of the Grantors or their Subsidiaries that do not constitute either ABL Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing or Term Loan/Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Exclusive Collateral solely in the form of (ix) a replacement an Adequate Protection Lien on the additional collateral subject such assets, subordinated to the Senior First Priority Liens (including any Adequate Protection Liens in favor of any First Priority Secured Parties) on such assets and the Liens securing any DIP Financing provided by, or consented to by (the “Junior Adequate Protection Liens”including via non-objection), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the First Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) Parties on the same basis as the other Second Priority Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated to the First Priority Liens under this Agreement and (y) non-monetary adequate protection that is customarily provided that in an Insolvency Proceeding, including, without limitation, the provision of information and the ability to monitor such collateral; (2) in the event any failure Second Priority Secured Party receives adequate protection in the form of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents on assets of the Grantors other than the Term Loan Creditors Loan/Notes Exclusive Collateral, then each Second Priority Representative, on behalf of itself and the other applicable Second Priority Secured Parties, (i) consents to the First Priority Representative having a senior Adequate Protection Lien on such collateral as security for the First Priority Obligations and that any Adequate Protection Liens granted to the Second Priority Secured Parties, on any such additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any DIP Financing provided by, or Revolving Creditors pursuant consented to Section 6.1by (including via non-objection), the First Priority Secured Parties with respect to such collateral (and all obligations relating thereto) and any Adequate Protection Liens granted to the First Priority Secured Parties, with such subordination to be on the same terms that the other Second Priority Liens are subordinated to such First Priority Liens under this Agreement and (ii) superpriority claims under Section 507(b) agrees that, if the bankruptcy court does not grant the First Priority Secured Parties a senior Adequate Protection Lien on such additional collateral, then the Second Priority Secured Parties shall be deemed to hold and have held their Adequate Protection Lien on such additional collateral for the benefit of the Bankruptcy Code junior First Priority Secured Parties (and each such Lien so deemed to have been held shall be subject in all respects to the superpriority claims granted provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1(a)) and, until the First Priority Obligations Payment Date, any distributions in respect of such additional collateral received by the Second Priority Secured Parties shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations; and (3) in any Insolvency Proceeding and notwithstanding anything to the contrary in Section 2.4, the First Priority Representative and the other First Priority Secured Parties may seek, support, accept or retain adequate protection in respect of Term Loan/Notes Exclusive Collateral solely in the form of (x) an Adequate Protection Lien on such assets, subordinated to the Liens of the Second Priority Secured Parties (including any Adequate Protection Liens in favor of any Second Priority Secured Parties) on such assets and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the Second Priority Secured Parties on terms substantially identical to the terms on which the Second Priority Liens are subordinated to the First Priority Liens under Section 507(bthis Agreement and (y) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, including, without limitation, the provision of information and the ability to monitor such collateral. Upon the turnover of such distributions as contemplated by clause (2)(ii) of the Bankruptcy Code immediately preceding sentence, the Second Priority Obligations purported to the be satisfied by such distributions shall be immediately reinstated in full as though such payment had never occurred. (c) No Second Priority Secured Creditors on account of Party will assert or enforce any of the Priority Obligations or granted claim made under Section 364(c)(1section 506(c) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash ABL Priority Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateral

Adequate Protection. Notwithstanding The Prepetition Agent and the foregoing provisions in this Section 6, in any Insolvency ProceedingPrepetition Lenders are hereby provided with the following forms of adequate protection (which the Postpetition Lender acknowledges is acceptable to it) solely to protect against the diminution of value, if any Priority Secured Creditor any, of the Prepetition Collateral: (or any subset thereofa) is granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) As adequate protection of the respective interests of the Junior Secured Creditors in such Priority Collateral Prepetition Agent and Prepetition Lenders in the form Prepetition Collateral, the Prepetition Agent shall be entitled to replacement Liens on all of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens Postpetition Collateral (the “Junior Adequate Protection Liens”) (which are hereby granted to the Prepetition Agent), which Junior Adequate Protection subject and junior only to the Postpetition Liens, if granted, will be subordinate to all Non-Primed Liens (other than but only to the extent such Non-Primed Liens (including Senior Adequate Protection Liens) on Collateral that, were senior in priority to the Prepetition Liens as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain seniorPetition Date). To the extent any Cash Collateral was used by the Borrower prior to the date hereof, andbut after the Petition Date, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Obligations adequate protection provided pursuant to this Interim Order (including, without limitation, the Senior Adequate Protection Liens) shall also apply to provide the Prepetition Agent and the Prepetition Lenders with adequate protection against any diminution in their interests in the Prepetition Collateral resulting from such use of such Cash Collateral prior to the date hereof. Except as provided in this Interim Order with respect to the Postpetition Liens, the Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor Borrower’s Prepetition Collateral or Postpetition Collateral shall not be subject to or pari passu with any Lien on the Priority Secured Creditor’s Priority Postpetition Collateral securing by any order subsequently entered in the Junior Obligations are so subordinated under this Agreement Chapter 11 Cases (provided that any failure for the avoidance of doubt, the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair extend to avoidance actions or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1proceeds thereof). (b) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior The Adequate Protection Liens granted pursuant to subparagraph (a) above shall be deemed to be perfected automatically upon entry of this Interim Order, without the necessity of the filing of any UCC-1 financing statement, state or federal notice, mortgage or other adequate protection similar instrument or replacement liens, document in any state or any superpriority claims under Section 507(bpublic record or office and without the necessity of taking possession or “control” (within the meaning of the Uniform Commercial Code) of any Postpetition Collateral or Prepetition Collateral. (c) The Borrower and the Bankruptcy CodeGuarantor shall provide the Prepetition Agent and the Committee with copies of all reports (including the DIP Budget), in respect of information and other materials delivered to the interests of Postpetition Lender pursuant to the Existing Notes Creditors in any CollateralDIP Financing Term Sheet or the other Postpetition Financing Documents and such other reports, information and materials as reasonably requested by such Prepetition Agent.

Adequate Protection. (a) Until the Discharge of Super Senior Obligations has occurred, the Subordinated Lien Collateral Agent, for itself and on behalf of each other Subordinated Lien Claimholder, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Super Senior Collateral Agent or the Super Senior Claimholders for adequate protection under any Bankruptcy Law that does not contravene the terms of this Agreement; or (2) any objection by the Super Senior Collateral Agent or the Super Senior Claimholders to any motion, relief, action or proceeding based on the Super Senior Collateral Agent or the Super Senior Claimholders claiming a lack of adequate protection. (b) Notwithstanding the foregoing provisions in this Section 66.3, in any Insolvency or Liquidation Proceeding, : (1) if any Priority Secured Creditor the Super Senior Claimholders (or any subset thereof) is are granted adequate protection in respect the form of its interests additional collateral or an administrative claim in its Priority connection with any Cash Collateral use or any financing under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (a “Senior Adequate Protection LienDIP Financing”) ), then the Subordinated Lien Collateral Agent, for itself or any of the other Subordinated Lien Claimholders, may seek or request adequate protection in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the such additional collateral subject and junior administrative claims, which Lien will be subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority Super Senior Obligations and such Cash Collateral use or DIP Financing (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)all Obligations relating thereto) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Subordinated Lien Obligations are so subordinated to the Super Senior Obligations under this Agreement Agreement, and which administrative claims shall be subordinated in right of payment to the administrative claims provided to the Super Senior Claimholders (provided that or any failure subset thereof) to the same extent as Liens of the Term Loan Creditors or Revolving Creditors Subordinated Lien Claimholders are subordinated to obtain such Junior Adequate Protection the Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant Super Senior Claimholders hereunder; and 168776.01000/150935551v.4 (2) The Subordinated Lien Collateral Agent and Subordinated Lien Claimholders shall only be permitted to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code seek adequate protection with respect to their rights in the Collateral in any debtorInsolvency or Liquidation Proceeding in the form of (A) additional collateral; provided that as adequate protection for the Super Senior Obligations, the Super Senior Collateral Agent, on behalf of the Super Senior Claimholders, is also granted a Lien on such additional collateral, which Lien shall be senior to any Lien of the Subordinated Lien Representatives, Subordinated Lien Collateral Agents and Subordinated Lien Claimholders on such additional collateral; (B) replacement Liens on the Collateral; provided that as adequate protection for the Super Senior Obligations, the Super Senior Collateral Agent, on behalf of the Super Senior Claimholders, is also granted replacement Liens on the Collateral, which Liens shall be senior to the Liens of the Subordinated Lien Representatives, Subordinated Lien Collateral Agents and Subordinated Lien Claimholders on the collateral; (C) an administrative expense claim; provided that as adequate protection for the Super Senior Obligations, the Super Senior Collateral Agent, on behalf of the Super Senior Claimholders, is also granted an administrative expense claim which is senior and prior to the administrative expense claim of the Subordinated Lien Collateral Agent and the Subordinated Lien Claimholders and (D) periodic interest payments at the non-indefault rate and the payment of reasonable out-possession financing of-pocket expenses. (whether or not constituting c) The Subordinated Lien Collateral Agent, for itself and on behalf of each other Subordinated Lien Claimholder, agrees that notice of a hearing to approve DIP Financing) Financing or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that on an interim basis shall be adequate if delivered to the inability Subordinated Lien Collateral Agent at least five (5) full Business Days in advance of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateralsuch hearing.

Adequate Protection. Each Junior Bridge Notes Party agrees that none of them shall contest (or support any Person contesting) (i) any request by the Senior Convertible Notes Parties for adequate protection or (ii) any objection to the Senior Convertible Notes parties to any motion, relief, action, or proceeding based on the Senior Convertible Notes Parties’ claiming a lack of adequate protection. Notwithstanding the foregoing provisions in this Section 6foregoing, in any Insolvency or Liquidation Proceeding, (1) if any Priority Secured Creditor the Senior Convertible Notes Parties (or any subset thereof) is are granted adequate protection in respect the form of its interests additional collateral in its Priority Collateral (a “Senior Adequate Protection Lien”) connection with any DIP Financing or use of cash collateral under section 363 or section 364 of title 11 of the United States Code or similar Bankruptcy Law, then each Junior Bridge Notes Party may seek or request adequate protection in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the such additional collateral subject collateral, which Lien shall be subordinated to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Senior Convertible Notes Obligations) securing the Priority Claims and such DIP Financing (and all Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)relating thereto) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations Bridge Notes Claims are so subordinated to the Liens securing the Senior Convertible Notes Claims under this Agreement and (provided 2) in the event any Junior Bridge Notes Party seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Junior Bridge Notes Party agrees that the Senior Convertible Notes Parties shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Convertible Notes Claims and any such DIP Financing and that any failure of Lien on such additional collateral securing the Term Loan Creditors or Revolving Creditors Junior Bridge Notes Claims shall be subordinated to obtain the Liens on such Junior Adequate Protection Liens shall not impair or otherwise affect collateral securing the agreements, undertakings Senior Convertible Notes Claims and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1any such DIP Financing (and all Obligations related thereto) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects any other Liens granted to the superpriority claims granted under Section 507(b) of Senior Convertible Notes Parties as adequate protection on the Bankruptcy Code to same basis as the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of other Liens securing the Junior Secured Creditors Bridge Notes Claims are so subordinated to receive a Lien on actions such Liens securing Senior Convertible Notes Claims under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralAgreement.

Adequate Protection. Notwithstanding the foregoing provisions 1. Except as expressly provided in this Agreement (including Section 66.01 and this Section 6.09), nothing in this Agreement shall limit the rights of any Agent and the Secured Parties represented thereby from seeking or requesting adequate protection with respect to their interests in the applicable Collateral in any Insolvency Proceeding, if including adequate protection in the form of payments, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that any Junior Priority Secured Creditor (Agent, on behalf of itself or any subset thereof) is granted of the Junior Priority Creditors represented thereby, seeks or requests adequate protection in respect of its interests in its the relevant Junior Priority Collateral (a “Senior Adequate Protection Lien”) Obligations and such adequate protection is granted in the form of a replacement LienLien on additional collateral, then each Junior Priority Agent, on behalf of itself and the Junior Secured Priority Creditors represented thereby, agrees that (other than any Existing Notes Creditorsi) may seek (each Senior Priority Agent shall also be granted a senior Lien on such collateral as security for the Senior Priority Obligations owing to such Senior Priority Agent and the Senior Priority Secured Creditors Parties represented thereby, and that any Lien on such collateral securing the Junior Priority Obligations shall be junior to any Lien on such collateral securing the Senior Priority Obligations and (ii) each other Junior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Junior Priority Obligations owing to such other Junior Priority Agent and the Junior Priority Secured Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Junior Priority Obligations (except as may not opposebe separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby), and (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the interests of the Junior Secured Creditors in Senior Priority Obligations and such Priority Collateral adequate protection is granted in the form of a Lien on additional collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that (i) each other Senior Priority Agent shall also be granted a replacement pari passu Lien on the additional such collateral subject to as security for the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as Priority Obligations owing to such Junior other Senior Priority Agent and the Senior Priority Secured CreditorParties represented thereby, is its and that any such Lien on such collateral securing such Senior Priority Collateral, in which the Liens of the Junior Secured Creditor Obligations shall remain senior, and, for clarity, be pari passu to each such other than any Liens Lien on such collateral securing the Existing Notes Obligations) securing the such other Senior Priority Obligations (includingexcept as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, without limitation, in each case on behalf of itself and the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior Obligations are so subordinated under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1Parties represented thereby) and (ii) superpriority claims each Junior Priority Agent shall also be granted a junior Lien on such collateral as security for the Junior Priority Obligations owing to such other Junior Priority Agent and the Junior Priority Secured Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be junior to each Lien on such collateral securing Senior Priority Obligations. 2. Any claim by any Junior Priority Secured Party under Section 507(b) of the Bankruptcy Code junior will be subordinate in all respects right of payment to the superpriority claims granted any claim of any Senior Priority Secured Party under Section 507(b) of the Bankruptcy Code and any payment thereof will be deemed to the be Proceeds of Collateral, provided that, any such Junior Priority Secured Creditors on account of any of the Priority Obligations or granted under Party will be deemed to have agreed pursuant to Section 364(c)(11129(a)(9) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under such Section 507(b) claims may be paid under a Plan of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors Reorganization in any Collateralform having a value on the effective date of such Plan of Reorganization equal to the allowed amount of such claims.

Adequate Protection. Each First Lien Priority Representative, for itself and on behalf of each First Lien Priority Debt Party under its First Lien Priority Debt Facility, agrees that none of them shall object, contest, or support any other Person objecting to or contesting (a) any request by any Super Senior Representative or any Super Senior Secured Parties for adequate protection, (b) any objection by any Super Senior Representative or any Super Senior Secured Parties to any motion, relief, action, or proceeding based on any Super Senior Representative’s or Super Senior Secured Party’s claiming a lack of adequate protection or (c) the allowance or payment of interest, fees, expenses, or other amounts of any Super Senior Representative or any other Super Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoing provisions anything contained in this Section 67.03 or in Section 7.01, in any Insolvency or Liquidation Proceeding, (i) if any Priority the Super Senior Secured Creditor Parties (or any subset thereof) is are granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a Lien on additional or replacement Liencollateral or a superpriority claim in connection with any DIP Financing or use of Cash Collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, the Junior Secured Creditors (other than any Existing Notes Creditors) then each First Lien Priority Representative, for itself and on behalf of each First Lien Priority Debt Party under its First Lien Priority Debt Facility, may seek (and the Priority Secured Creditors may not oppose) or request adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the such additional or replacement collateral subject to the Senior Adequate Protection Liens or superpriority claim (the “Junior Adequate Protection Liens”as applicable), which Junior Adequate Protection Liens, if granted, will be subordinate (A) Lien is subordinated to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, securing and providing adequate protection for clarity, other than any Liens securing the Existing Notes Obligations) securing the Priority all Super Senior Obligations and such DIP Financing (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)all obligations relating thereto) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Priority Collateral securing the Junior First Lien Priority Debt Obligations are so subordinated to the Liens securing Super Senior Obligations under this Agreement and (provided that any failure B) superpriority claim (1) is subordinated to all superpriority claims of the Term Loan Creditors or Revolving Creditors Super Senior Secured Parties on the same basis as the other claims of the First Lien Priority Debt Parties are so subordinated to obtain such Junior Adequate Protection Liens the claims of the Super Senior Secured Parties under this Agreement and (2) shall not impair or otherwise affect be required to be repaid in full in cash on the agreementseffective date of any applicable plan of reorganization, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) in the event any First Lien Priority Representatives, for themselves and on behalf of the Bankruptcy Code junior First Lien Priority Debt Parties under their First Lien Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional or replacement collateral, then such First Lien Priority Representatives, for themselves and on behalf of each First Lien Priority Debt Party under their First Lien Priority Debt Facilities, agree that each Super Senior Representatives shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the Super Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the First Lien Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Super Senior Obligations and any such DIP Financing (and all respects obligations relating thereto) and any other Liens granted to the Super Senior Secured Parties as adequate protection on the same basis as the other Liens securing the First Lien Priority Debt Obligations are so subordinated to such Liens securing Super Senior Obligations under this Agreement, (iii) in the event any First Lien Priority Representatives, for themselves and on behalf of the First Lien Priority Debt Parties under their First Lien Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim (which superpriority claim shall not be required to be repaid in full in cash on the effective date of any applicable plan of reorganization), then such First Lien Priority Representatives, for themselves and on behalf of each First Lien Priority Debt Party under their First Lien Priority Debt Facilities, agree that each Super Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claims granted under Section 507(b) claim of the Bankruptcy Code to First Lien Priority Debt Parties, (iv) the First Lien Priority Secured Creditors Representatives, for themselves and on account of any behalf of the First Lien Priority Obligations or granted Debt Parties under Section 364(c)(1) of the Bankruptcy Code their First Lien Priority Debt Facilities, shall be permitted to seek adequate protection with respect to their rights in the Collateral in any debtorInsolvency or Liquidation Proceeding in the form of cash payments solely in the amount of reasonable and documented out-inof-possession financing pocket attorneys’ fees incurred post-petition (whether but not any other payments), subject to the right of the Super Senior Secured Parties to object to the reasonableness of the amounts of such out-of-pocket attorneys’ fees so sought by the First Lien Priority Debt Parties; provided that as adequate protection for the Super Senor Obligations, each Super Senior Representative, on behalf of the Super Senior Secured Parties represented by it, is also granted the right to receive cash payments with respect to interest on the Super Senior Obligations accruing post-petition at the rate at which such interest accrues at such time pursuant to the provisions of the applicable Super Senior Debt Documents, and with respect to out-of-pocket expenses incurred post-petition, each Super Senior Representative, on behalf of the Super Senior Secured Parties represented by it, is also granted the right to receive cash payment of such out-of-pocket expenses; and (v) in no event shall any First Lien Priority Representative or any other First Lien Priority Debt Party be entitled to seek, and each First Lien Priority Representative hereby agreed, on behalf of the First Lien Priority Debt Parties, that it will not constituting seek, any other adequate protection except as expressly set forth above in this Section 7.03. Each First Lien Priority Representative, for themselves and on behalf of each First Lien Priority Debt Party represented by it, agrees that notice of a hearing to approve DIP Financing) Financing or use of its cash collateral (e.g. Revolver Cash Collateral on an interim basis shall be adequate if delivered to such First Lien Priority Representative at least two (2) Business Days in advance of such hearing and that notice of a hearing to approve DIP Financing or Term Loan use of Cash Collateral, as applicable); provided that the inability Collateral on a final basis shall be adequate if delivered to such First Lien Priority Representative at least fifteen (15) days in advance of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any Collateralsuch hearing.

Adequate Protection. (i) The Junior Priority Agent, on behalf of itself and the other Junior Priority Secured Parties, agrees that none of them shall contest (or support any other Person contesting) (A) any request by the Senior Priority Agent or the other Senior Priority Secured Parties for adequate protection with respect to any Senior Priority Collateral or (B) any objection by the Senior Priority Agent or the other Senior Priority Secured Parties to any motion, relief, action or proceeding based on the Senior Priority Agent or the other Senior Priority Secured Parties claiming a lack of adequate protection with respect to the Senior Priority Collateral. (ii) Notwithstanding the foregoing provisions in this Section 62.5(c), in any Insolvency or Liquidation Proceeding, (A) if any the Senior Priority Secured Creditor Parties (or any subset thereof) is are granted adequate protection in respect of its interests in its Priority Collateral (a “Senior Adequate Protection Lien”) in the form of a replacement LienLien on additional collateral in connection with any DIP Financing, then the Junior Priority Agent, on behalf of itself or any of the other Junior Priority Secured Creditors (other than any Existing Notes Creditors) Parties, may seek (and the Priority Secured Creditors may not oppose) or request adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the such additional or replacement collateral subject and (1) to the extent any Lien so granted to the Junior Priority Secured Parties (or any subset thereof) in accordance with this clause (A) is on Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which such Lien will be subordinated to the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes Obligations) securing the Senior Priority Obligations and such DIP Financing (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)all obligations relating thereto) on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s Senior Priority Collateral securing the Junior Priority Obligations are so subordinated to the Senior Priority Obligations under this Agreement Agreement, and (2) to the extent any Lien so granted to the Senior Priority Secured Parties (or any subset thereof) in accordance with this clause (A) is on Junior Priority Collateral, such Lien will be subordinated to the Liens securing the Junior Priority Obligations on the same basis as the other Liens on Junior Priority Collateral securing the Senior Priority Obligations are so subordinated to the Junior Priority Obligations under this Agreement; and (B) in the event the Junior Priority Agent, on behalf of itself and the other Junior Priority Secured Parties, seeks or requests adequate protection in respect of Senior Priority Collateral securing Junior Priority Obligations and such adequate protection is granted in the form of additional or replacement collateral, then the Junior Priority Agent, on behalf of itself or any of the other Junior Priority Secured Parties, agrees that the Senior Priority Agent shall also be granted a senior Lien on such additional or replacement collateral as security for the Senior Priority Obligations and for any such DIP Financing provided by the Senior Priority Secured Parties and that any failure of Lien on such additional collateral securing the Term Loan Creditors or Revolving Creditors Junior Priority Obligations shall be subordinated to obtain the Liens on such Junior Adequate Protection Liens shall not impair or otherwise affect collateral securing the agreements, undertakings Senior Priority Obligations and consents of any such DIP Financing provided by the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1Senior Priority Secured Parties (and all obligations relating thereto) and to any other Liens granted to the Senior Priority Secured Parties as adequate protection on the same basis as the other Liens on Senior Priority Collateral securing the Junior Priority Obligations are so subordinated to the Senior Priority Obligations under this Agreement. (iiiii) Each Senior Priority Agent may seek, without objection from the Junior Priority Secured Parties, adequate protection with respect to the Senior Priority Secured Parties' rights in the Senior Priority Collateral in the form of periodic cash payments payable from such Senior Priority Collateral or the proceeds of Senior Priority DIP Financing. Except as provided in the immediately preceding sentence, no Agent or Secured Party may seek cash adequate protection payments without the consent of each Senior Priority Agent. (iv) Any adequate protection granted in favor of any Senior Priority Secured Party in the form of a superpriority claims or other administrative expense claim and any claim in favor of any Senior Priority Secured Party arising under Section 507(b) of the Bankruptcy Code junior (or similar Bankruptcy Law) ("Senior 507(b) Claims"), shall be pari passu with the grant of adequate protection in all respects to favor of the other Senior Priority Secured Parties in the form of a superpriority claims granted or other administrative expense claim and any Senior 507(b) Claims in favor of such other Senior Priority Secured Parties. Any claim arising under Section 507(b) of the Bankruptcy Code to the (or similar Bankruptcy Law) in favor of any Junior Priority Secured Creditors on account of any of Party shall be pari passu with the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims arising under Section 507(b) of the Bankruptcy CodeCode (or similar Bankruptcy Law) in favor of the other Junior Priority Secured Parties (collectively, "Junior 507(b) Claims"), and all Junior 507(b) Claims shall be junior and subordinate in right of payment to the Senior 507(b) Claims and the holders of the Junior 507(b) Claims agree that, in respect connection with any plan of reorganization in such Insolvency or Liquidation Proceeding, such Junior 507(b) Claims may be paid in any combination of cash, securities, or other property having a present value equal to the amount of such Junior 507(b) Claims as of the interests effective date of confirmation of such plan. (v) Except as otherwise expressly provided herein, without the consent of the Existing Notes Creditors Senior Priority Agent, no Junior Priority Agent or other Junior Priority Secured Parties may seek any other adequate protection with respect to their rights in any the Collateral.

Adequate Protection. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that none of them shall contest (or support any other Person contesting) (i) any request by the Term Loan Security Agent or the Term Loan Secured Parties for adequate protection with respect to any Term Loan Priority Collateral, (ii) so long as the request of adequate protection is in the form of a replacement lien on the ABL Priority Collateral that is junior to the liens on the ABL Priority Collateral securing the ABL Priority Obligations, any request by the Term Loan Security Agent or the Term Loan Secured Parties for adequate protection with respect to any ABL Priority Collateral, or (iii) any objection by the Term Loan Security Agent or the Term Loan Secured Parties to any motion, relief, action or proceeding based on the Term Loan Security Agent or the Term Loan Secured Parties claiming a lack of adequate protection with respect to the Term Loan Priority Collateral. Notwithstanding the foregoing provisions in this Section 63.5(c), in any Insolvency or Liquidation Proceeding, (A) if any Priority the Term Loan Secured Creditor Parties (or any subset thereof) is are granted adequate protection in respect the form of its interests additional collateral in its the nature of assets constituting Term Loan Priority Collateral (and/or a “Senior Adequate Protection Lien”) superpriority administrative claim in connection with any Term Loan DIP Financing or use of cash collateral constituting Term Loan Priority Collateral, then the ABL Agent, on behalf of itself or any of the ABL Secured Parties may seek or request adequate protection in the form of a replacement Lien, the Junior Secured Creditors (other than any Existing Notes Creditors) may seek (and the Priority Secured Creditors may not oppose) adequate protection of the interests of the Junior Secured Creditors in such Priority Collateral in the form of (i) a replacement Lien on the such additional collateral subject to the Senior Adequate Protection Liens and/or a superpriority administrative claim (the “Junior Adequate Protection Liens”as applicable), which Junior Adequate Protection Liens, if granted, Lien and/or claim will be subordinate subordinated to all Liens (other than Liens (including Senior Adequate Protection Liens) on Collateral that, as to such Junior Secured Creditor, is its Priority Collateral, in which the Liens of the Junior Secured Creditor shall remain senior, and, for clarity, other than any Liens securing the Existing Notes ObligationsTerm Loan Obligations and such Term Loan DIP Financing (and all obligations relating thereto) securing or superpriority claim granted to the Priority Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the Priority Secured Creditors and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing)) Term Loan Security Agent on the same basis as the other Liens of the Junior Secured Creditor on the Priority Secured Creditor’s on, or claims with respect to, Term Loan Priority Collateral securing the Junior ABL Obligations, as the case may be, are so subordinated to the Term Loan Obligations under this Agreement, and (B) in the event the ABL Agent, on behalf of itself and the ABL Secured Parties, seeks or requests adequate protection in respect of Term Loan Priority Collateral securing ABL Obligations and such adequate protection is granted in the form of additional collateral in the nature of assets constituting Term Loan Priority Collateral and/or a superpriority administrative claim, then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that the Term Loan Security Agent shall also be granted a senior Lien on such additional collateral as security for the Term Loan Obligations and for any such Term Loan DIP Financing and/or a superpriority administrative claim (as applicable) and that any Lien on such additional collateral securing the ABL Obligations and/or superpriority claim, as the case may be, shall be subordinated to the Liens on such collateral securing the Term Loan Obligations, and any such Term Loan DIP Financing (and all obligations relating thereto) and to any other Liens and superpriority claims granted to the Term Loan Secured Parties, as adequate protection on the same basis as the other Liens on, and claims with respect to, Term Loan Priority Collateral securing the ABL Obligations are so subordinated to such Term Loan Obligations under this Agreement (provided that any failure of the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors or Revolving Creditors pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the Priority Secured Creditors on account of any of the Priority Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the inability of the Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2. No Existing Notes Creditors shall seek any Junior Adequate Protection Liens or other adequate protection or replacement liens, or any superpriority claims under Section 507(b) of the Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in any CollateralAgreement.