Common use of Adequate Protection Clause in Contracts

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. (a) The Second Priority Representative, for itself and on behalf of itself and the each other Second Priority Secured PartiesParty, agrees thatand the Third Priority Representative, prior to the First for itself and on behalf of each other Third Priority Obligations Payment DateSecured Party, agree that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the First Priority Representative or the other any First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Partiesform, (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 the First Priority Representative’s or any First Priority Secured Party’s claiming a lack of adequate protection in the Common Collateral or (c) the allowance and/or payment of interest, fees, expenses or other amounts to of the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing similar provision of any Common Collateralother Bankruptcy Law (as adequate protection or otherwise). Notwithstanding anything to the contrary set forth contained in this Section and 6.03 or in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)6.01, in any Insolvency or Liquidation Proceeding, (iy) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting in the form of a Lien on additional or replacement collateral (with replacement Liens on such additional collateral) and or a superpriority claims claim in connection with any DIP Financing or use of cash collateral with respect to under section 363 or 364 of the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themBankruptcy Code or any similar provision of any other Bankruptcy Law, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, for itself and on behalf of itself and any of the each other Second Priority Secured PartiesParty, may, as may seek or request adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely form of (xas applicable) a replacement Lien on the same such additional collateralor replacement collateral and/or a superpriority claim, which Lien and/or superpriority claim is subordinated to the Liens and or claim securing the and providing adequate protection for, and claims with respect to, all First Priority Obligations and such DIP Financing (and all obligations relating thereto) and any other Liens or claims granted to the First Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the Liens securing First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (iiz) in the event the Second Priority Representative, for itself and on behalf of itself and the other Second Priority Secured Parties, seeks or accepts requests adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of a Lien on additional or replacement collateral, then the Second Priority Representative, for itself and on behalf of itself or any of the each other Second Priority Secured PartiesParty, agrees that the First Priority Representative shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the First Priority Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Priority Obligations shall be subordinated to the Liens on such collateral securing and claims with respect to the First Priority Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be protection on the same terms that basis as the other Liens securing the Second Priority Obligations are so subordinated to such Liens securing First Priority Obligations under this Agreement. . (b) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that none of them shall object, contest or support any other Person objecting to or contesting (a) any request by the Second Priority Representative or any Second Priority Secured Parties for adequate protection in any form, (b) any objection by the Second Priority Representative or any Second Priority Secured Parties to any motion, relief, action or proceeding based on the Second Priority Representative’s or any Second Priority Secured Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, on behalf fees, expenses or other amounts of itself and the Second Priority Representative or any other Second Priority Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (as adequate protection or otherwise). Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (y) if the Second Priority Secured Parties are granted adequate protection in the form of a Lien on additional or replacement collateral 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, then the Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, may seek or request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority claim, which Lien and/or superpriority claim is subordinated to the Liens and or claim securing and providing adequate protection for, and claims with respect to, all Second Priority Obligations and such DIP Financing (and all obligations relating thereto) and any other Liens or claims granted to the Second Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Third Priority Obligations are so subordinated to the Liens securing Second Priority Obligations under this Agreement and (z) in the event the Third Priority Representative, for itself and on behalf of the other Third Priority Secured Parties, seeks or requests adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral, then the Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that except the Second Priority Representative shall also be granted a senior Lien on such additional or replacement collateral as expressly set forth in this Section none of them shall seek or accept security and adequate protection for the Second Priority Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Third Priority Obligations shall be subordinated to the Liens on such collateral securing and claims with respect to their interests in the Common Collateral without Second Priority Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the prior written consent of Second Priority Secured Parties as adequate protection on the First same basis as the other Liens securing the Third Priority RepresentativeObligations are so subordinated to such Liens securing Second Priority Obligations under this Agreement.

Adequate Protection. The Second Priority With respect to each Type of Collateral, each Representative, on behalf of itself and the other Second Priority respective Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the any other First Priority Secured Parties Party for adequate protection of its interest with respect to their First Priority Liens in such Collateral, including, without limitation, in the Common Collateral form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or any adequate protection provided to the First Priority Representative other amounts or the other First Priority Secured Parties, (bii) any objection by the First Priority Representative or any other First Priority Secured Parties Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common with respect to such Type of Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior with respect to or on a parity with the First Priority Liens for costs or expenses such Type of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)Agreement, in any Insolvency Proceeding, the Representative and the other Secured Parties with respect to each Type of Collateral, may seek, support, accept or retain adequate protection solely in the form of (iv) only if the First Priority Secured Parties (or any subset thereof) are granted an Adequate Protection Lien on additional or replacement collateral (whether consisting of existing or future assets) as adequate protection consisting for the value of additional collateral (with replacement their First Priority Liens on such additional collateral) and superpriority claims in connection with any DIP Financing secured by such Collateral or any use of cash collateral with respect to the Common such Collateral, and an Adequate Protection Lien on such additional or replacement collateral, subordinated to any Liens of the First Priority Secured Parties do not object to the adequate protection being provided to themon such additional or replacement collateral, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and w) only if the First Priority Secured Parties shall not object to) adequate protection consisting solely of are granted superpriority claims (x) a replacement Lien on the same additional collateral, subordinated other than any superpriority claims granted to the Liens securing the First Priority Obligations and such Secured Parties providing DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated account of obligations with respect to the First Priority Obligations under this Agreement and (y) such DIP Financing), superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9(x) payment of the Bankruptcy Code, on behalf fees and expenses of itself and the Second Priority other Secured Parties, (y) any form of adequate protection that is consistent with the priorities set forth 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 this Agreement and (iiz) 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 Type of Collateral. With respect to each Type of Collateral, in the event any Secured Party receives adequate protection for its Liens on such Collateral in the Second Priority form of Adequate Protection Liens on additional or replacement collateral (whether consisting of existing or future assets), then the Representative, on behalf of itself and the Second Priority other 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 consents to the First Priority Representative shall also be granted having a senior Adequate Protection Lien on such additional or replacement collateral as security adequate protection for the First Priority Obligations Liens on such Collateral and agrees that any such DIP Financing and that any Lien Adequate Protection Liens granted to the other Secured Parties on such additional or replacement collateral securing the Second Priority Obligations shall be subordinated to the Liens on such additional or replacement collateral securing the First Priority Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Adequate Protection Liens on such replacement or additional collateral granted to the First Priority Secured Parties as adequate protectionParties, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations on such Collateral are subordinated to such the First Priority Obligations Liens under this Agreement. The Second Agreement and (ii) agrees that, if the court in the Insolvency Proceeding does not grant the First Priority RepresentativeSecured Parties a senior Adequate Protection Lien on such additional collateral, on behalf of itself and then the other Second Priority Secured Parties, agrees that except as expressly set forth in this Section none of them Parties shall seek or accept adequate protection with respect be deemed to hold and have held their interests in Adequate Protection Lien on such additional collateral for the Common Collateral without the prior written consent benefit of the First Priority RepresentativeSecured 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 priority provisions set forth in Section 2.01) and until the First Priority Obligations Payment Date, any distributions in respect of such additional collateral received by the other Secured Parties shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations; provided that, in each case, any Lien granted on any additional or replacement collateral shall be subject to this Agreement with its priority based on the Type of Collateral hereunder. Upon the turnover of such distributions as contemplated by the immediately preceding sentence, the other Secured Obligations purported to be satisfied by such distributions shall be immediately reinstated in full as though such payment had never occurred.

Adequate Protection. The Second Junior Priority Representative, on behalf of itself and the other Second Junior Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, contesting (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) the payment of interest, fees, expenses expenses, costs, charges 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section 5.4 and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (includingAgreement, without limitation, Section 5.2(c)(iincluding Sections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of that includes additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the Second Junior Priority Representative, on behalf of itself and any of the Second Junior Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing (x) such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement) and (y) the First Priority Obligations and such DIP Financing on the same basis as the other Second Liens securing the Junior Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Junior Priority Representative, on behalf of itself and the Second 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 Second Junior Priority Representative, on behalf of itself or any of the Second Junior Priority Secured Parties, agrees that the First Priority Representative 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 Junior Priority Obligations shall be subordinated to (A) 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 Secured Parties as adequate protection, with such subordination to be protection on the same terms that the other Liens securing the Second Junior Priority Obligations are subordinated to such First Priority Obligations under this Agreement and (B) (x) the Liens on such collateral securing such DIP Financing (and all obligations relating thereto), (y) any “carve-out” agreed to by the First Priority Representative or the First Priority Secured Parties and (z) in the case of any Insolvency Proceeding outside the United States, any administrative or other charges granted in any Insolvency Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the First Priority Secured Parties, in the case of each of clauses (B) (x), (y) and (z), with such subordination to be on the same terms as the Liens securing the First Priority Obligations are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement). The Second Junior Priority Representative, on behalf of itself and the other Second Junior Priority Secured Parties, agrees that except as expressly set forth in this Section 5.4, and except for adequate protection in the form of access to information to the extent such access is also made available to the First Priority Representative on behalf of itself and the First Priority Secured Parties, none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, contesting (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) the payment of interest, fees, expenses expenses, costs, charges 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims under Section 507(b) of the Bankruptcy Code, junior in all respects to the superpriority claims granted to the First Priority Secured PartiesParties under Section 507(b) of the Bankruptcy Code, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees thatand the Junior Priority Representative, prior to on behalf of itself and the First other Junior Priority Obligations Payment DateSecured Parties, each agree that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral collateral, the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, mayor the Junior Priority Representative agrees, on behalf of itself and the other Junior Priority Secured Parties, as adequate protection of their interests in the Common Collateralcase may be, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations (and, in the case of the Junior Priority Liens, subordinated to the Liens securing the Second Priority Obligations) and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement (or, in the case of the Junior Priority Liens, on the same basis as the other Liens securing the Junior Priority Obligations are so subordinated to the First Priority Obligations and the Second Priority Obligations under this Agreement), (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties (and, in the case of the Junior Priority Secured Parties, the claims granted to the Second Priority Secured Parties) and (z) subject to the right of the First Priority Secured Parties to object thereto, the payment of post-petition interest at the pre-default rate (provided, in the case of this clause (z), that the First Priority Secured Parties have been granted post-petition interest, at a rate no lower than the pre-default rate), provided, however, that the Second Priority Representative and the Junior Priority Representative, as applicable, shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured Parties or the Junior Priority Secured Parties, as applicable, 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 and (ii) in the event the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, or the Junior Priority Representative, on behalf of itself and the 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 Second Priority Representative, on behalf of itself or any of the Second Priority Secured Parties, or the Junior Priority Representative, on behalf of itself or any of the Junior Priority Secured Parties, as applicable, agrees that the First Priority Representative 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 or the Junior Priority Obligations, as the case may be, shall be subordinated to the Liens on such collateral securing the First Priority Obligations (and, in the case of the Junior Priority Obligations, the Second Priority Obligations) and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the First Priority Secured Parties (and, in the case of the Junior Priority Secured Parties, the Liens granted to the Second Priority Secured Parties) as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations or the Junior Priority Obligations, as the case may be, are subordinated to such First Priority Obligations (and, in the case of the Junior Priority Obligations, the Second Priority Obligations) under this Agreement. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees and the Junior Priority Representative, on behalf of itself or any of the Junior Priority Secured Parties, each agree that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative (and, in the case of the Junior Priority Secured Parties, the Second Priority Representative).

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (bii) 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 in the Common Collateral or (ciii) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)5.2, in any Insolvency Proceeding, (ix) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting in the form of additional collateral (with replacement Liens on such additional collateral) and or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely in the form of (xA) a replacement Lien on the same such additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and Agreement, (yB) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9accrual (but not current payment) of the Bankruptcy Code, interest on behalf of itself and the Second Priority Secured PartiesObligations, 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 and (iiC) payment of reasonable professional fees and expenses of the Second Priority Representative, and (y) in the event the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, seeks or accepts requests 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 Representative 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 obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Each Second Priority Representative, for itself and on behalf of itself and the other each Second Priority Secured PartiesParty under its Second Priority Debt Facility, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the First any Senior Priority Representative or the other First any Senior Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Partiesprotection, (b) any objection by the First any Senior Priority Representative or any other First Senior Priority Secured Parties to any motion, relief, action or proceeding based on a claim of any Senior Priority Representative’s or Senior Priority Secured Party’s claiming a lack of adequate protection in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the First of any Senior Priority Representative or any other First Senior Priority Secured Party under Section 506(b) or 506(c) of Title 11 of the Bankruptcy United States Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing similar provision of any Common Collateralother Bankruptcy Law. Notwithstanding anything to the contrary set forth contained in this Section and 6.03 or in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)6.01, in any Insolvency or Liquidation Proceeding, (i) if the First Senior Priority Secured Parties (or any subset thereof) are granted adequate protection consisting in the form of a Lien on additional collateral (with replacement Liens on such additional collateral) and or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to under Section 363 or 364 of Title 11 of the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themUnited States Code or any similar provision of any other Bankruptcy Law, then in connection with any such DIP Financing or use of cash collateral the each Second Priority Representative, for itself and on behalf of itself and any of the each Second Priority Secured PartiesParty under its Second Priority Debt Facility, may, as may seek or request adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely form of (x) a replacement Lien or superpriority claim on the same such additional collateral, which Lien or superpriority claim is subordinated to the Liens securing the First or providing adequate protection for all Senior Priority Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Debt Obligations are so subordinated to the First Liens securing Senior Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the any Second Priority RepresentativeRepresentatives, for themselves and on behalf of itself and the Second Priority Secured PartiesParties under their Second Priority Debt Facilities, seeks seek or accepts request adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of a Lien on additional collateral, then the such Second Priority RepresentativeRepresentatives, for themselves and on behalf of itself or any of the each Second Priority Secured PartiesParty under their Second Priority Debt Facilities, agrees agree that the First each Senior Priority Representative shall also be granted a senior Lien on such additional collateral as security or adequate protection for the First Senior Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing or providing adequate protection for the First Senior Priority Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the First Senior Priority Secured Parties as adequate protection, with such subordination to be protection on the same terms that basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such First Liens securing Senior 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The 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, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the any other First Priority Secured Parties Party for adequate protection of its interest with respect to such Common Collateral, including, without limitation, in the Common Collateral form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or any adequate protection provided to the First Priority Representative other amounts or the other First Priority Secured Parties, (bii) any objection by the First Priority Representative or any other First Priority Secured Parties Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in to the First Priority Secured Parties with respect to such Common Collateral or (ciii) the payment of principal, interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwiseotherwise with respect to such Common Collateral. The Notwithstanding anything contained in this Agreement, (1) in any Insolvency Proceeding, the Second Priority Representative and the other Second Priority Secured Parties, in each case with respect to each Type of Common Collateral, may seek, support, accept or retain adequate protection (A) only if the First Priority Secured Parties with respect to such Common Collateral are granted adequate protection that includes Adequate Protection Liens on additional collateral and superpriority claims and such First Priority Secured Parties do not object to the adequate protection being provided to them and (B) solely in the form of (x) Adequate Protection Liens on the same additional collateral, subordinated to the Adequate Protection Liens granted to the First Priority Representative or any other First Priority Secured Party and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral on the same basis as the other Second Priority Liens on such Common Collateral, are so subordinated to the First Priority Liens on such Common Collateral under this Agreement, (y) superpriority claims subordinated (but only to the extent such superpriority claims are satisfied from the proceeds of the Common Collateral on which the First Priority Secured Parties have First Priority Liens) to the superpriority claims granted to the First Priority Secured Parties and (z) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, including, without limitation, in the form of the provision of information and the ability to monitor such Common Collateral and (2) with respect to each Type of Common Collateral, in the event any Second 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, further agrees that, prior (i) consents to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative shall also be granted a senior Adequate Protection 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 Adequate Protection Liens granted to the Second Priority Obligations Secured Parties on any additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any such DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral (and all Obligations obligations relating thereto) and any other Adequate Protection Liens granted to the First Priority Secured Parties as adequate protectionParties, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations Liens are subordinated to such First Priority Obligations Liens under this Agreement. The Second , and (ii) agrees that, if the bankruptcy court does not grant the First Priority RepresentativeSecured Parties a senior Adequate Protection Lien on such additional collateral, on behalf of itself and then the other Second Priority Secured Parties, agrees that except as expressly set forth in this Section none of them Parties shall seek or accept adequate protection with respect be deemed to hold and have held their interests in Adequate Protection Lien on such additional collateral for the Common Collateral without the prior written consent benefit of the First Priority RepresentativeSecured 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 shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations. To the extent so authorized by a court of competent jurisdiction, upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by such distributions shall be immediately reinstated in full as though such payment had never occurred.

Adequate Protection. The Each Second Priority Representative, for itself and on behalf of itself and the other each Second Priority Secured PartiesParty under its Second Priority Debt Facility, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the First any Senior Priority Representative or the other First any Senior Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Partiesprotection, (b) any objection by the First any Senior Priority Representative or any other First Senior Priority Secured Parties to any motion, relief, action or proceeding based on a claim of any Senior Priority Representative’s or Senior Priority Secured Party’s claiming a lack of adequate protection in the Common Collateral or (c) the allowance and/or payment of pre- and/or post-petition interest, fees, expenses or other amounts to the First of any Senior Priority Representative or any other First Senior Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing similar provision of any Common Collateralother Bankruptcy Law (as adequate protection or otherwise). Notwithstanding anything to the contrary set forth contained in this Section and 6.03 or in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)6.01, in any Insolvency or Liquidation Proceeding, (i) if the First Senior Priority Secured Parties (or any subset thereof) are granted adequate protection consisting in the form of additional or replacement collateral (with replacement Liens on such additional collateral) and and/or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to under Section 363 or 364 of the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themBankruptcy Code or any similar provision of any other Bankruptcy Law, then in connection with any such DIP Financing or use of cash collateral the each Second Priority Representative, for itself and on behalf of itself and any of the each Second Priority Secured PartiesParty under its Second Priority Debt Facility, may, as may seek or request adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely form of (x) a replacement Lien on the same such additional collateralor replacement collateral and/or a superpriority claim (as applicable), which Lien and/or superpriority claim (as applicable) is subordinated to the Liens securing the First Priority securing, and claims with respect to, all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing, and claims with respect to, the Second Priority Liens on the Common Collateral Debt Obligations are so subordinated to the First Priority Liens securing, and claims with respect to, Senior Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the any Second Priority RepresentativeRepresentatives, for themselves and on behalf of itself and the Second Priority Secured PartiesParties under their Second Priority Debt Facilities, seeks seek or accepts request adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateralor replacement collateral and/or a superpriority claim, then the such Second Priority RepresentativeRepresentatives, for themselves and on behalf of itself or any of the each Second Priority Secured PartiesParty under their Second Priority Debt Facilities, agrees agree that the First each Senior Priority Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the First Priority Senior Obligations and any such DIP Financing and/or a superpriority claim (as applicable) and that any Lien on such additional or replacement collateral securing the Second Priority Debt Obligations and/or superpriority claim (as applicable) shall be subordinated to the Liens on such collateral securing securing, and claims with respect to, the First Priority Senior Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens or claims granted to the First Senior Priority Secured Parties as adequate protection, with such subordination to be protection on the same terms that basis as the other Liens securing securing, and claims with respect to, the Second Priority Debt Obligations are so subordinated to such First Priority Liens securing, and claims with respect to, Senior 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Lien Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (bii) 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 in the Common Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)5.2, in any Insolvency Proceeding, (ix) the Second Priority Representative and the Second Priority Secured Parties may seek, support, accept or retain adequate protection (A) only if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of that includes replacement liens on additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object toand (B) adequate protection consisting solely in the form of (xa) a replacement Lien on the same such additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Claims are so subordinated to the First Priority Obligations Claims under this Agreement and (yb) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (iiy) in the event the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, seeks or accepts receives adequate protection in accordance with clause (i) above and such adequate protection is granted protection, including 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 Representative shall also be granted have a senior Lien and claim on such additional collateral adequate protection as security for the First Priority Obligations and any such DIP Financing and that any Lien on such any 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 obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Each Second Priority Representative, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, agrees that, prior to the First Priority Obligations Payment Date, none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the any First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the such First Priority Representative or the other First Priority Secured Parties, (b) any objection by the any 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 in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the any First Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Each Second Priority Representative, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, including Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and and/or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Second Priority Secured Parties do not object to the adequate protection being provided to themthe First Priority Secured Parties, then in connection with any such DIP Financing or use of cash collateral the each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and and/or (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, ; provided, however, that the inability of the Second Priority Secured Parties to receive any such junior replacement Lien or junior superpriority claims shall not affect the agreements and waivers set forth in this Section 5.4; provided, further, that each Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured PartiesParties represented by it, 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 and claims; (ii) if the First Priority Secured Parties are granted, as adequate protection or otherwise, post-petition interest (in an amount that is equal to or exceeds the pre-default rate) and reasonable fees and expenses of counsel and financial advisors and consultants of any First Priority Representative, then each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties represented by it, may seek or accept, whether as adequate protection or otherwise, and the First Priority Secured Parties shall consent to, and shall not object, contest or support any other Person objecting to or contesting, (x) the payment of post-petition interest (in an amount that is equal to or exceeds the pre-default rate) and (y) the reasonable fees and expenses of counsel and financial advisors and consultants for the Second Priority Representative; (iii) if the First Priority Secured Parties (or any subset thereof) are granted any other adequate protection not described in clauses (i) or (ii) above, then each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties represented by it, may seek or accept, and the First Priority Secured Parties shall consent to and not object, contest or support any other Person objecting to or contesting, the same adequate protection (which, if applicable, shall be junior in all respects to such adequate protection granted to the First Priority Secured Parties); provided, however, in the event the any Second Priority Representative, on behalf of itself and the Second Priority Secured PartiesParties represented by it, 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 such Second Priority Representative, on behalf of itself or any of the Second Priority Secured PartiesParties represented by it, agrees that the each First Priority Representative 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 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations are subordinated to such First Priority Obligations under this Agreement. The Each Second Priority Representative, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral or any payments of post-petition interest, expenses or other amounts in respect of the Second Priority Obligations, in each case, without the prior written consent of the Designated First Priority Representative. None of the Second Priority Representatives or Second Priority Secured Parties shall oppose or seek to challenge any claim by any First Priority Representative or any other First Priority Secured Party for allowance in any Insolvency Proceeding of First Lien Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the First Priority Representatives on behalf of the First Priority Secured Parties on the Common Collateral or any other First Priority Secured Party’s Lien on the Common Collateral, without regard to the existence of the Liens of the Second Priority Representatives or the other Second Priority Secured Parties on the Common Collateral. None of the First Priority Representatives or First Priority Secured Parties shall oppose or seek to challenge any claim by any Second Priority Representative or any other Second Priority Secured Party for allowance in any Insolvency Proceeding of Second Lien Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the Second Priority Representatives on behalf of the Second Priority Secured Parties on the Common Collateral or any other Second Priority Secured Party’s Lien on the Common Collateral, after taking into account the First Priority Obligations.

Adequate Protection. The (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, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the any other First Priority Secured Parties Party for adequate protection of its interest with respect to such Common Collateral, including, without limitation, in the Common Collateral form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or any adequate protection provided to the First Priority Representative other amounts or the other First Priority Secured Parties, (bii) any objection by the First Priority Representative or any other First Priority Secured Parties Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in to the First Priority Secured Parties with respect to such Common Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwiseotherwise with respect to such Common Collateral. The Notwithstanding anything contained in this Agreement, (1) in any Insolvency Proceeding, the Second Priority Representative and the other Second Priority Secured 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 retain adequate protection (A) only if the First Priority Secured Parties with respect to such Common Collateral are granted adequate protection that includes replacement liens on additional collateral and superpriority claims and such First Priority Secured Parties do not object to the adequate protection being provided to them and (B) solely in the form of (x) an Adequate Protection Lien on additional collateral, subordinated to the First Priority Liens on such Common Collateral and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral on the same basis as the other Second Priority Liens on such Common Collateral and Third Priority Liens on such Common Collateral, as applicable, are so subordinated to the First Priority Liens on such Common Collateral under this 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 Common Collateral and (2) 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, further agrees that, prior to or the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Third Priority Representative, on behalf of itself and the Second other Third Priority Secured Parties, seeks or accepts adequate protection in accordance with clause as the case may be, (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 consents to the First Priority Representative shall also be granted having a senior Adequate Protection 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 Adequate Protection Liens granted to the Second Priority Obligations Secured Parties and the Third Priority Secured Parties, on any additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any such DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral (and all Obligations obligations relating thereto) and any other Adequate Protection Liens granted to the First Priority Secured Parties as adequate protectionParties, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations Liens are subordinated to such First Priority Obligations 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, as applicable, 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, as applicable, shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations. The Upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations, as applicable, 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 (but without limiting, and subject in all respects to, Section 5.4(a)), the Third Priority Representative, on behalf of itself and the other Second Third Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek object to, contest, or accept 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 with respect to their interests such Common Collateral, 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 with respect to such Common Collateral without or (iii) the prior written consent payment of interest, fees, expenses or other amounts to the Second Priority Representative or any other Second Priority Secured Party under section 506(b) or 506(c) of the First Bankruptcy Code or otherwise with respect to such Common Collateral. Notwithstanding anything contained in this Agreement, (1) in any Insolvency Proceeding, the Third Priority Representative and the other Third Priority Secured Parties, with respect to each Type of Common Collateral, may seek, support, accept or retain adequate protection (A) only if the Second Priority Secured Parties with respect to such Common Collateral are granted adequate protection that includes replacement liens on additional collateral and superpriority claims and such Second Priority Secured Parties do not object to the adequate protection being provided to them and (B) solely in the form of (x) an Adequate Protection Lien on additional collateral, subordinated to the Second Priority Liens and Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the Second Priority Secured Parties with respect to such Common Collateral on the same basis as the other Third Priority Liens are so subordinated to the Second Priority Liens under this 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 Common Collateral and (2) 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, 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 Liens 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 provided by, or consented to by (including via non-objection), the Second Priority Secured Parties with respect to such Common Collateral (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 this 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 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, until the Second Priority Obligations Payment Date, 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 such distributions shall be immediately reinstated in full as though such payment had never occurred.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative Creditor or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative Creditor or the other First Priority Secured Parties, (b) any objection by the First Priority Representative Creditor or any other First Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the First Priority Representative Creditor or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii5.2(b), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes Common Collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and Agreement, (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured PartiesParties and (z) subject to the right of the First Priority Secured Parties to object thereto, the payment of post-petition interest at the pre- default rate (provided, in the case of this clause (z), that the First Priority Secured Parties have been granted adequate protection in the form of post-petition interest at a rate no lower than the pre-default rate), provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative Creditor 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority RepresentativeCreditor.

Adequate Protection. (a) The Second Priority Term Loan Representative, on behalf of itself and the other Second Priority Term Loan Secured Parties, agrees that, prior to the First Priority RCF Obligations Payment Date, none of them shall object, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority RCF Representative or the other First Priority RCF Secured Parties for adequate protection of its interest in the Common RCF Priority Collateral or Other Collateral or any adequate protection provided to the First Priority RCF Representative or the other First Priority RCF Secured Parties, Parties with respect thereto or (bii) any objection by the First Priority RCF Representative or any other First Priority RCF Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common RCF Priority Collateral or Other Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority RCF Representative or any other First Priority RCF Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwiseotherwise from the value thereof; provided that any action described in the foregoing clauses (i) and (ii) does not violate Section 5.1, Section 5.2(a) or Section 5.2(b) hereof. The Second Priority Term Loan Representative, on behalf of itself and the other Second Priority Term Loan Secured Parties, further agrees that, prior to the First Priority RCF Obligations Payment Date, none of them shall (1) seek or accept any form of adequate protection under any or all of §361, §362, §363 or §364 of the Bankruptcy Code with respect to the RCF Priority Collateral or Other Collateral, except as set forth in this Section 5.10(a) or as may otherwise be consented to in writing by the RCF Collateral Agent in its sole and absolute discretion or (2) assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority RCF Liens for costs or expenses of preserving or disposing of any Common RCF Priority Collateral or Other Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject Subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)Agreement, in any Insolvency Proceeding, (i) if the First Priority RCF Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes RCF Priority Collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any RCF DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority RCF Secured Parties do not object to the adequate protection being provided to them, then in connection with any such RCF DIP Financing or use of cash collateral the Second Priority Term Loan Representative, on behalf of itself and any of the Second Priority Term Loan Secured Parties, may, as adequate protection of their interests in the Common RCF Priority Collateral, seek or accept (and the First Priority RCF Representative and the First Priority RCF Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority RCF Obligations and such RCF DIP Financing on the same basis as the other Second Priority Term Loan Liens on the Common RCF Priority Collateral |US-DOCS\149079678.29|| and Other Collateral are so subordinated to the First Priority RCF Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First RCF Secured Parties with respect to distributions from the RCF Priority Secured PartiesCollateral and Other Collateral, provided, however, that the Second Priority Term Loan Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Term Loan Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims referenced in this Section 5.10(a) 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 junior superpriority claims. (iib) 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations are subordinated to such First Priority Obligations under this Agreement. The Second Priority RCF Representative, on behalf of itself and the other Second Priority RCF Secured Parties, agrees that, prior to the Term Loan Obligations Payment Date, none of them shall object, contest, or support any other Person objecting to or contesting, (i) any request by the Term Loan Representative or the other Term Loan Secured Parties for adequate protection of its interest in the Other Collateral or any adequate protection provided to the Term Loan Representative or the other Term Loan Secured Parties or (ii) any objection by the Term Loan Representative or any other Term Loan Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Other Collateral or (iii) the payment of interest, fees, expenses or other amounts to the Term Loan Representative or any other Term Loan Secured Party under Section 506(c) of the Bankruptcy Code or otherwise; provided that except any action described in the foregoing clauses (i) and (ii) does not violate Section 5.1, Section 5.2(a) or Section 5.2(b) hereof. Subject to all other provisions of this Agreement, in any Insolvency Proceeding, if the Term Loan Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes Other Collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any Term Loan DIP Financing or use of cash collateral, then in connection with any such Term Loan DIP Financing or use of cash collateral constituting Other Collateral, the RCF Representative, on behalf of itself and any of the RCF Secured Parties, may, as adequate protection of their interests in the Other Collateral, seek or accept (and the Term Loan Representative and the Term Loan Secured Parties shall not object to) adequate protection consisting of (x) a replacement Lien on the same additional collateral senior to the Liens securing the Term Loan Obligations and such Term Loan DIP Financing on the same basis as the other RCF Liens on the Other Collateral are so senior to the Term Loan Obligations under this Agreement and (y) superpriority claims senior to the superpriority claims granted to the Term Loan Secured Parties with respect to distributions from the Other Collateral, provided, however, that the RCF Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the RCF Secured Parties, in any stipulation and/or order granting such adequate protection, that such superpriority claims referenced in this Section 5.10(b) 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 superpriority claims. Notwithstanding anything herein to the contrary, and in accordance with Section |US-DOCS\149079678.29|| 5.2(b), in no event will any of the Term Loan Secured Parties seek to obtain a priming or pari passu Lien on any of the RCF Priority Collateral or Other Collateral or claims senior to the claims of the RCF Secured Parties (as adequate protection or otherwise), and nothing in this Agreement shall be deemed to be a consent by the RCF Secured Parties to any adequate protection payments using RCF Priority Collateral. (c) Except as expressly set forth in this Section none Agreement, nothing herein shall limit the rights of them shall seek the RCF Representative or accept the RCF Secured Parties from seeking adequate protection with respect to their interests rights in the Common RCF Priority Collateral without or the prior written consent Other Collateral, in any Insolvency Proceeding (including adequate protection in the form of a cash payment, periodic cash payments, or otherwise). Except as expressly set forth in this Agreement, nothing herein shall limit the rights of the First Priority RepresentativeTerm Loan Representative or the Term Loan Secured Parties from seeking adequate protection with respect to their rights in the Other Collateral, in any Insolvency Proceeding (including adequate protection in the form of a cash payment, periodic cash payments, or otherwise).

Adequate Protection. The (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, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the any other First Priority Secured Parties Party for adequate protection of its interest with respect to such Common Collateral, including, without limitation, in the Common Collateral form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or any adequate protection provided to the First Priority Representative other amounts or the other First Priority Secured Parties, (bii) any objection by the First Priority Representative or any other First Priority Secured Parties Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in to the First Priority Secured Parties with respect to such Common Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwiseotherwise with respect to such Common Collateral. The Notwithstanding anything contained in this Agreement, (1) in any Insolvency Proceeding, the Second Priority Representative and the other Second Priority Secured 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 retain adequate protection (A) only if the First Priority Secured Parties with respect to such Common Collateral are granted adequate protection that includes replacement liens on additional collateral and superpriority claims and such First Priority Secured Parties do not object to the adequate protection being provided to them and (B) solely in the form of (x) an Adequate Protection Lien on additional collateral, subordinated to the First Priority Liens on such Common Collateral and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral on the same basis as the other Second Priority Liens on such Common Collateral and Third Priority Liens on such Common Collateral, as applicable, are so subordinated to the First Priority Liens on such Common Collateral under this 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 Common Collateral and (2) 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, further agrees that, prior to or the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Third Priority Representative, on behalf of itself and the Second other Third Priority Secured Parties, seeks or accepts adequate protection in accordance with clause as the case may be, (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 consents to the First Priority Representative shall also be granted having a senior Adequate Protection 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 Adequate Protection Liens granted to the Second Priority Obligations Secured Parties and the Third Priority Secured Parties, on any additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any such DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral (and all Obligations obligations relating thereto) and any other Adequate Protection Liens granted to the First Priority Secured Parties as adequate protectionParties, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations Liens are subordinated to such First Priority Obligations 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, as applicable, 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, as applicable, shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations. The Upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations, as applicable, 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 (but without limiting, and subject in all respects to, Section 5.4(a)), the Third Priority Representative, on behalf of itself and the other Second Third Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek object to, contest, or accept 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 with respect to their interests such Common Collateral, 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 with respect to such Common Collateral without the prior written consent of the First Priority Representative.or

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (bii) 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 in the Common Collateral or (ciii) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)5.02, in any Insolvency Proceeding, (ix) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting in the form of additional collateral (with replacement Liens on such additional collateral) and or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely in the form of (xA) a replacement Lien on the same such additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and Agreement, (yB) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9accrual (but not current payment) of the Bankruptcy Code, interest on behalf of itself and the Second Priority Secured PartiesObligations, 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 and (iiC) payment of reasonable professional fees and expenses of the Second Priority Representative, and (y) in the event the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, seeks or accepts requests 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 Representative 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 obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Each Second Priority Representative, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, agrees that, prior to the First Priority Obligations Payment Date, none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the any First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the such First Priority Representative or the other First Priority Secured Parties, (b) any objection by the any 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 in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the any First Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Each Second Priority Representative, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, including Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and and/or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Second Priority Secured Parties do not object to the adequate protection being provided to themthe First Priority Secured Parties, then in connection with any such DIP Financing or use of cash collateral the each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and and/or (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, ; provided, however, that the inability of the Second Priority Secured Parties to receive any such junior replacement Lien or junior superpriority claims shall not affect the agreements and waivers set forth in this Section 5.4; provided, further, that each Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured PartiesParties represented by it, 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 and claims; (ii) if the First Priority Secured Parties are granted, as adequate protection or otherwise, post-petition interest (in an amount that is equal to or exceeds the pre-default rate) and reasonable fees and expenses of counsel and financial advisors and consultants of any First Priority Representative, then each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties represented by it, may seek or accept, whether as adequate protection or otherwise, and the First Priority Secured Parties shall consent to, and shall not object, contest or support any other Person objecting to or contesting, (x) the payment of post-petition interest at the pre-default rate and (y) the reasonable fees and expenses of counsel and financial advisors and consultants for the Second Priority Representative; (iii) if the First Priority Secured Parties (or any subset thereof) are granted any other adequate protection not described in clauses (i) or (ii) above, then each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties represented by it, may seek or accept, and the First Priority Secured Parties shall consent to and not object, contest or support any other Person objecting to or contesting, the same adequate protection (which, if applicable, shall be junior in all respects to such adequate protection granted to the First Priority Secured Parties); provided, however, in the event the any Second Priority Representative, on behalf of itself and the Second Priority Secured PartiesParties represented by it, 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 such Second Priority Representative, on behalf of itself or any of the Second Priority Secured PartiesParties represented by it, agrees that the each First Priority Representative 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 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations are subordinated to such First Priority Obligations under this Agreement. The Each Second Priority Representative, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral or any payments of post-petition interest, expenses or other amounts in respect of the Second Priority Obligations, in each case, without the prior written consent of the Designated First Priority Representative. None of the Second Priority Representatives or Second Priority Secured Parties shall oppose or seek to challenge any claim by any First Priority Representative or any other First Priority Secured Party for allowance in any Insolvency Proceeding of First Lien Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the First Priority Representatives on behalf of the First Priority Secured Parties on the Common Collateral or any other First Priority Secured Party’s Lien on the Common Collateral, without regard to the existence of the Liens of the Second Priority Representatives or the other Second Priority Secured Parties on the Common Collateral.

Adequate Protection. (a) The Second Priority Term Debt Representative, on behalf of itself and the other Second Priority Term Debt Secured Parties, agrees that, prior to the First Priority ABL Obligations Payment Date, so long as the ABL Representative and the other ABL Secured Parties comply with Section 5.4(b), none of them shall object, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority ABL Representative or the other First Priority ABL Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority ABL Representative or the other First Priority ABL Secured Parties, Parties or (bii) any objection by the First Priority ABL Representative or any other First Priority ABL Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority ABL Representative or any other First Priority ABL Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise; provided that any action described in the foregoing clauses (i) and (ii) does not violate Section 5.2. The Second Priority Term Debt Representative, on behalf of itself and the other Second Priority Term Debt Secured Parties, further agrees that, prior to the First Priority ABL Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority ABL Liens for costs or expenses of preserving or disposing of any Common ABL Priority Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii5.2(a)(i)(y), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i5.2(a)(i)(x) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority ABL Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes ABL Priority Collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority ABL Secured Parties do not object to the adequate protection being provided to them, then in connection with any such ABL DIP Financing or use of cash collateral the Second Priority Term Debt Representative, on behalf of itself and any of the Second Priority Term Debt Secured Parties, may, as adequate protection of their interests in the Common ABL Priority Collateral, seek or accept (and the First Priority ABL Representative and the First Priority ABL Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority ABL Obligations and such ABL DIP Financing on the same basis as the other Second Priority Term Debt Liens on the Common ABL Priority Collateral are so subordinated to the First Priority ABL Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority ABL Secured Parties, provided, however, that the Second Priority Term Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Term Debt 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representativeclaims.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and and/or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themthe First Priority Secured Parties, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and and/or (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, ; provided, however, that the inability of the Second Priority Secured Parties to receive any such junior replacement Lien or junior superpriority claims shall not affect the agreements and waivers set forth in this Section 5.4; provided, further, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral or any payments of post-petition interest, expenses or other amounts in respect of the Second Priority Obligations, in each case, without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency ProceedingProceeding with respect to any Loan Party, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and Agreement, (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured PartiesParties and (z) subject to the right of the First Priority Secured Parties to object thereto, the payment of post-petition interest at the pre-default rate (provided, in the case of this clause (z), that the First Priority Secured Parties have been granted adequate protection in the form of post-petition interest at a rate no lower than the pre-default rate), provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, including Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and and/or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themthe First Priority Secured Parties, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and and/or (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, ; provided, however, that the inability of the Second Priority Secured Parties to receive any such junior replacement Lien or junior superpriority claims shall not affect the agreements and waivers set forth in this Section 5.4; provided, further, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and claims; (ii) if the First Priority Secured Parties are granted, as adequate protection or otherwise, post-petition interest (in an amount that is equal to or exceeds the pre-default rate) and reasonable fees and expenses of counsel and financial advisors and consultants of the First Priority Representative, then the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may seek or accept, whether as adequate protection or otherwise, and the First Priority Secured Parties shall consent to, and shall not object, contest or support any other Person objecting to or contesting, (x) the payment of post-petition interest at the pre-default rate and (y) the reasonable fees and expenses of counsel and financial advisors and consultants for the Second Priority Representative; (iii) if the First Priority Secured Parties (or any subset thereof) are granted any other adequate protection not described in clauses (i) or (ii) above, then the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may seek or accept, and the First Priority Secured Parties shall consent to and not object, contest or support any other Person objecting to or contesting, the same adequate protection (which, if applicable, shall be junior in all respects to such adequate protection granted to the First Priority Secured Parties); provided, however, 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral or any payments of post-petition interest, expenses or other amounts in respect of the Second Priority Obligations, in each case, without the prior written consent of the First Priority Representative.

Adequate Protection. The (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, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the any other First Priority Secured Parties Party for adequate protection of its interest with respect to such Common Collateral, including, without limitation, in the Common Collateral form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or any adequate protection provided to the First Priority Representative other amounts or the other First Priority Secured Parties, (bii) any objection by the First Priority Representative or any other First Priority Secured Parties Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in to the First Priority Secured Parties with respect to such Common Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwiseotherwise with respect to such Common Collateral. The Notwithstanding anything contained in this Agreement, (1) in any Insolvency Proceeding, the Second Priority Representative and the other Second Priority Secured 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 retain adequate protection (A) only if the First Priority Secured Parties with respect to such Common Collateral are granted adequate protection that includes replacement liens on additional collateral and superpriority claims and such First Priority Secured Parties do not object to the adequate protection being provided to them and (B) solely in the form of (x) an Adequate Protection Lien on additional collateral, subordinated to the First Priority Liens on such Common Collateral and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral on the same basis as the other Second Priority Liens on such Common Collateral and Third Priority Liens on such Common Collateral, as applicable, are so subordinated to the First Priority Liens on such Common Collateral under this 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 Common Collateral and (2) 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, further agrees that, prior to or the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Third Priority Representative, on behalf of itself and the Second other Third Priority Secured Parties, seeks or accepts adequate protection in accordance with clause as the case may be, (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 consents to the First Priority Representative shall also be granted having a senior Adequate Protection 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 Adequate Protection Liens granted to the Second Priority Obligations Secured Parties and the Third Priority Secured Parties, on any additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any such DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral (and all Obligations obligations relating thereto) and any other Adequate Protection Liens granted to the First Priority Secured Parties as adequate protectionParties, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations Liens are subordinated to such First Priority Obligations 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, as applicable, 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, as applicable, shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations. The Upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations, as applicable, 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 (but without limiting, and subject in all respects to, Section 5.4(a)), the Third Priority Representative, on behalf of itself and the other Second Third Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek object to, contest, or accept 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 with respect to their interests such Common Collateral, 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 with respect to such Common Collateral without or (iii) the prior written consent payment of interest, fees, expenses or other amounts to the Second Priority Representative or any other Second Priority Secured Party under section 506(b) or 506(c) of the First Bankruptcy Code or otherwise with respect to such Common Collateral. Notwithstanding anything contained in this Agreement, (1) in any Insolvency Proceeding, the Third Priority Representative.Representative and the other Third Priority Secured Parties, with respect to each Type of Common Collateral, may seek, support, accept or retain adequate protection (A) only if the Second Priority Secured Parties with respect to such Common Collateral are granted adequate protection that includes replacement liens on additional collateral and superpriority claims and such Second Priority Secured Parties do not object to the adequate protection being provided to them and (B) solely in the form of (x) an Adequate Protection Lien on additional collateral, subordinated to the Second Priority Liens and Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the Second Priority Secured Parties with respect to such Common Collateral on the same basis as the other Third Priority Liens are so subordinated to the Second Priority Liens under this 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 Common Collateral and

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii5.2(a)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i5.2(a)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes Common Collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 509265-1512-15059-Active.17708706.1 Priority Secured Parties, agrees that the First Priority Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Junior Priority Representative, on behalf of itself and the other Second Junior Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, contesting (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) the payment of interest, fees, expenses expenses, costs, charges 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section 5.4 and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (includingAgreement, without limitation, Section 5.2(c)(iincluding Sections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of that includes additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the Second Junior Priority Representative, on behalf of itself and any of the Second Junior Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing (x) such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), and (y) the First Priority Obligations and such DIP Financing on the same basis as the other Second Liens securing the Junior Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Junior Priority Representative, on behalf of itself and the Second 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 Second Junior Priority Representative, on behalf of itself or any of the Second Junior Priority Secured Parties, agrees that the First Priority Representative 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 Junior Priority Obligations shall be subordinated to (A) 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 Secured Parties as adequate protection, with such subordination to be protection on the same terms that the other Liens securing the Second Junior Priority Obligations are subordinated to such First Priority Obligations under this Agreement and (B) (x) the Liens on such collateral securing such DIP Financing (and all obligations relating thereto), (y) any “carve-out” agreed to by the First Priority Representative or the First Priority Secured Parties and (z) in the case of any Insolvency Proceeding outside the United States, any administrative or other charges granted in any Insolvency Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the First Priority Secured Parties, in the case of each of clauses (B) (x), (y) and (z), with such subordination to be on the same terms as the Liens securing the First Priority Obligations are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement). The Second Junior Priority Representative, on behalf of itself and the other Second Junior Priority Secured Parties, agrees that except as expressly set forth in this Section 5.4, and except for adequate protection in the form of access to information to the extent such access is also made available to the First Priority Representative on behalf of itself and the First Priority Secured Parties, none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf Each of itself and the other Second Priority Secured Parties, Parties agrees that, prior to the First Priority Obligations Payment Termination Date, none of them it shall not object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf Each of itself and the other Second Priority Secured Parties, Parties further agrees that, prior to the First Priority Obligations Payment Termination Date, none of them it shall not assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii)Section, but subject to all other provisions of this Agreement (including, without limitation, including Section 5.2(c)(i) and Section 5.36.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and and/or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Second Priority Secured Parties do not object to the adequate protection being provided to themthe First Priority Secured Parties, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any each of the Second Priority Secured Parties, Parties may, as adequate protection of their its interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and and/or (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, ; provided, however, that the inability of the Second Priority Secured Parties to receive any such junior replacement Lien or junior superpriority claims shall not affect the agreements and waivers set forth in this Section 6.4; provided, further, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured Parties, in any stipulation and/or order granting such adequate protection, that that, such junior superpriority claims in excess of $3,000,000 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representativeclaims.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) the payment of interest, fees, costs, charges, 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency ProceedingProceeding of a Loan Party, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and or replacement collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional or replacement collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 Parties 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 a Lien on additional or replacement collateral, then the Second Priority Representative, on behalf of itself or any of the Second Priority Secured Parties, agrees that the First Priority Representative shall also be granted a senior adequate protection Lien on such additional or replacement collateral as security for securing the First Priority Obligations and a senior Lien on such additional or replacement collateral securing any such DIP Financing Financing, and that any Lien on such additional or replacement 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 obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations are subordinated to such First Priority Obligations under this Agreement. Without limiting the generality of the foregoing, if the First Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, shall not be prohibited from also seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses so long as (x) such fees and expenses are not incurred in connection with any action by the Second Priority Representative or any other Second Priority Secured Party that is inconsistent with the terms of this Agreement and (y) such fees and expenses are set forth in a budget approved by First Priority Representative; provided, that nothing contained herein shall limit the right of the First Priority Secured Parties to object to the amount of such fees and expenses so sought by the Second Priority Secured Parties. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that that, except as expressly set forth in this Section Section, none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Each Representative, for itself and on behalf of itself and the each other Second Priority Secured PartiesParty under its Debt Facility, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, join or otherwise support any other Person objecting to or contesting, in contesting (a) any request by the First Priority Controlling Representative or the any other First Priority Controlling Secured Parties for adequate protection of its interest in the Common Collateral any form or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (b) any objection objection, based on a claim of a lack of adequate protection, by the First Priority Controlling Representative or any other First Priority Controlling Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateralproceeding. Notwithstanding anything to the contrary set forth contained in this Section and 7.02 or in Section 5.2(c)(ii)7.01, but subject to all other provisions of this Agreement (includingif, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral, (i) any Secured Party is granted adequate protection in the form of a Lien on additional or replacement collateral, then each other Representative may, for itself and on behalf of the other Secured Parties under its Debt Facility, seek or request adequate protection in the form of a Lien on such additional or replacement collateral, which Lien will rank pari passu with, in the case of other First Priority Secured Parties, or be subordinated to, in the case of Second Priority Secured Parties, the First Priority Liens on the same basis as set forth in this Agreement, (ii) any Second Priority Secured Party is granted adequate protection in the form of a Lien on additional or replacement collateral, then (A) each First Priority Representative shall, for itself and on behalf of the other First Priority Secured Parties under its Debt Facility, be granted adequate protection in the form of a Lien on such additional or replacement collateral with respect that is senior to such Second Priority Lien as adequate protection for the First Priority Debt Obligations (and, to the Common Collateralextent such First Priority Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien on such additional collateral so granted to such Second Priority Secured Party shall be subject to Section 4.02) and (B) each other Second Priority Representative may, for itself and on behalf of the other Secured Parties under its Debt Facility, seek or request adequate protection in the form of a Lien on such additional or replacement collateral, which Lien will rank pari passu with such Second Priority Lien and subordinate to all First Priority Liens or (iii) any First Priority Secured Party is granted adequate protection in the form of a super-priority claim under Section 507(b) of the Bankruptcy Code or any comparable provision of any other Bankruptcy Law, then each other Representative, for itself and on behalf of the other Secured Parties under its Debt Facility, shall be granted adequate protection in the form of super-priority claims granted under Section 507(b) of the Bankruptcy Code or any comparable provision of any other Bankruptcy Law ranking pari Table of Contents passu with, in the case of other First Priority Secured Parties, or subordinated to, in the case of Second Priority Secured Parties, such First Priority Secured Party. Without limiting the generality of the foregoing, to the extent that the First Priority Secured Parties do not object to the are granted adequate protection being provided to themin the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, or any other form of adequate protection, then in connection with any such DIP Financing or use of cash collateral the each Second Priority Representative, for itself and on behalf of itself and any of the each Second Priority Secured PartiesParty under its Second Priority Debt Facility, may, as shall not be prohibited from seeking adequate protection of their interests in the Common Collateralform of payments in the amount of current post-petition incurred fees and expenses, seek and/or other cash payments (as applicable), or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) such other form of adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that subject to the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) right of the Bankruptcy Code, on behalf First Priority Secured Parties to object to the amounts of itself fees and expenses or other cash payments or other adequate protection so sought by the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themthe First Priority Secured Parties, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and and/or (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Second Priority Secured Parties will not object to the First Priority Representative shall also being granted (and the intent is for the First Priority Representative to be granted 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 obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Each Second Priority Representative, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, agrees that, prior to the First Priority Obligations Payment Date, none of them shall object, contest, or support any other Person objecting to or contesting, , (a) any request by the any First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the such First Priority Representative or the other First Priority Secured Parties, (b) any objection by the any 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 in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the any First Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Each Second Priority Representative, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, including Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and and/or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Second Priority Secured Parties do not object to the adequate protection being provided to themthe First Priority Secured Parties, then in connection with any such DIP Financing or use of cash collateral the each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and and/or (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, ; provided, however, that the inability of the Second Priority Secured Parties to receive any such junior replacement Lien or junior superpriority claims shall not affect the agreements and waivers set forth in this Section 5.4; provided, further, that each Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured PartiesParties represented by it, 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 and claims; (ii) if the First Priority Secured Parties are granted, as adequate protection or otherwise, post-petition interest (in an amount that is equal to or exceeds the pre-default rate) and reasonable fees and expenses of counsel and financial advisors and consultants of any First Priority Representative, then each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties represented by it, may seek or accept, whether as adequate protection or otherwise, and the First Priority Secured Parties shall consent to, and shall not object, contest or support any other Person objecting to or contesting, (x) the payment of post-petition interest at the pre-default rate and (y) the reasonable fees and expenses of counsel and financial advisors and consultants for the Second Priority Representative; (iii) if the First Priority Secured Parties (or any subset thereof) are granted any other adequate protection not described in clauses (i) or (ii) above, then each Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties represented by it, may seek or accept, and the First Priority Secured Parties shall consent to and not object, contest or support any other Person objecting to or contesting, the same adequate protection (which, if applicable, shall be junior in all respects to such adequate protection granted to the First Priority Secured Parties); provided, however, in the event the any Second Priority Representative, on behalf of itself and the Second Priority Secured PartiesParties represented by it, 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 such Second Priority Representative, on behalf of itself or any of the Second Priority Secured PartiesParties represented by it, agrees that the each First Priority Representative 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 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations are subordinated to such First Priority Obligations under this Agreement. The Each Second Priority Representative, on behalf of itself and the other Second Priority Secured PartiesParties represented by it, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral or any payments of post-petition interest, expenses or other amounts in respect of the Second Priority Obligations, in each case, without the prior written consent of the Designated First Priority Representative. None of the Second Priority Representatives or Second Priority Secured Parties shall oppose or seek to challenge any claim by any First Priority Representative or any other First Priority Secured Party for allowance in any Insolvency Proceeding of First Lien Obligations consisting of Post- Petition Interest to the extent of the value of the Lien of the First Priority Representatives on behalf of the First Priority Secured Parties on the Common Collateral or any other First Priority Secured Party’s Lien on the Common Collateral, without regard to the existence of the Liens of the Second Priority Representatives or the other Second Priority Secured Parties on the Common Collateral.

Adequate Protection. (a) The Second Priority Lien Representative, on behalf of itself and the other Second Priority Lien Secured Parties, agrees thatand the Third Lien Representative, prior to on behalf of itself and the First Priority Obligations Payment Dateother Third Lien Secured Parties, agree that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Lien Representative or the any other First Priority Lien Secured Parties Party for adequate protection of its interest protection, including, without limitation, in the Common Collateral form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or any adequate protection provided to other amounts under Section 506(b) or 506(c) of the First Priority Representative Bankruptcy Code or the other First Priority Secured Parties, (bii) any objection by the First Priority Lien Representative or any other First Priority Lien Secured Parties Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Lien Secured Parties, further agrees that, prior . (b) Notwithstanding anything contained in this Agreement (but subject to Section 5.4(e) after the First Priority Lien Obligations Payment Date but before the Second Lien Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Lien Representative and the First Priority other Second Lien Secured Parties shall not object to) and the Third Lien Representative and the other Third Lien Secured Parties may seek, support, accept or retain adequate protection consisting solely in the form of (x) a replacement an Adequate Protection Lien on the same additional collateral, subordinated to the First Priority Liens and Liens securing the First Priority Obligations and such any DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral and Third Priority Liens are so subordinated to the First Priority Obligations Liens under this Agreement Agreement, if the First Lien Secured Parties are granted adequate protection that includes an Adequate Protection Lien on such additional collateral and (y) superpriority claims junior in all respects to the superpriority claims granted to and the First Priority Lien Secured PartiesParties do not object. (c) In the event any Second Lien Secured Party or any Third Lien Secured Party receives adequate protection in the form of Adequate Protection Liens, provided, however, that then the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Priority Lien Representative, on behalf of itself and the other Second Priority Lien 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 Third Lien Representative, on behalf of itself or any of and the Second Priority other Third Lien Secured Parties, agrees that as the case may be, (i) consents to the First Priority Lien Representative shall also be granted having a senior Adequate Protection Lien on such additional collateral as security for the First Priority Lien Obligations and any such DIP Financing and agrees that any Adequate Protection Liens granted to the Second Lien Secured Parties and Third Lien Secured Parties, as the case may be, on such any additional collateral securing the Second Priority Obligations shall be subordinated to the Liens on such collateral securing the First Priority Lien Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Adequate Protection Liens granted to the First Priority Lien Secured Parties as adequate protectionParties, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations Liens are subordinated to such First Priority Obligations 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, as the case may be, and (ii) agrees that, if the bankruptcy court does not grant the First Lien Secured Parties a senior Adequate Protection Lien on such additional collateral, then the Second Lien Secured Parties or Third Lien 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 Lien 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 Lien Obligations Payment Date, any distributions in respect of such additional collateral received by the Second Lien Secured Parties or Third Lien Secured Parties shall be segregated and held in trust and promptly turned over to the First Lien Representative to repay the First Lien Obligations. The Upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Second Priority Lien Obligations or the Third Lien 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. (d) After the First Lien Obligations Payment Date, the Third Lien Representative, on behalf of itself and the other Second Priority Third Lien Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek object to, contest, or accept support any other Person objecting to or contesting, (i) any request by the Second Lien Representative or any other Second Lien Secured Party for adequate protection, including, without limitation, in the form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or other amounts under Section 506(b) or 506(c) of the Bankruptcy Code or (ii) any objection by the Second Lien Representative or any other Second Lien Secured Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection with respect to their interests the Second Lien Secured Parties. (e) Notwithstanding anything contained in this Agreement, in any Insolvency Proceeding after the First Lien Obligations Payment date but before the Second Lien Obligations Payment Date, the Third Lien Representative and the other Third Lien Secured Parties seek, support, accept or retain adequate protection solely in the Common Collateral without form of an Adequate Protection Lien on additional collateral, subordinated to the prior written consent Second Priority Liens and Liens securing any DIP Financing on the same basis as the Third Priority Liens are subordinated to the Second Priority Liens under this Agreement, if the Second Lien Secured Parties are granted adequate protection that includes an Adequate Protection Lien on such additional collateral and superpriority claims and the Second Lien Secured Parties do not object. (f) In the event any Third Lien Secured Party receives adequate protection in the form of Adequate Protection Liens on additional collateral, then the Third Lien Representative, on behalf of itself and the other Third Lien Secured Parties, (i) consents to the Second Lien Representative having a senior Adequate Protection Lien on such additional collateral as security for the Second Lien Obligations and agrees that any Adequate Protection Lien granted to the Third Lien Secured Parties on any additional collateral shall be subordinated to the Liens on such collateral securing the Second Lien Obligations and any DIP Financing (and all obligations relating thereto) and any Adequate Protection Liens granted to the Second Lien 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 this Agreement and (ii) agrees that, if the bankruptcy court does not grant the Second Lien Secured Parties a senior Adequate Protection Lien on such additional collateral, then the Third Lien Secured Parties shall be deemed to hold and have held their Adequate Protection Lien on such additional collateral for the benefit of the First Priority RepresentativeSecond Lien 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 Lien Secured Parties shall be segregated and held in trust and promptly turned over to the Second Lien Representative to repay the Second Lien Obligations. Upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Third Lien Obligations purported to be satisfied by the payment of such distributions shall be immediately reinstated in full as though such payment had never occurred.

Adequate Protection. The (a) 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, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the any other First Priority Secured Parties Party for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (bii) any objection by the First Priority Representative or any other First Priority Secured Parties Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Notwithstanding anything contained in this Agreement, in any Insolvency Proceeding, (x) the Second Priority Representative, on behalf of itself Representative and the other Second Priority Secured Parties, further agrees that, prior in each case with respect to the First Priority Obligations Payment Date, none each Type of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement may seek, support, accept or retain adequate protection (including, without limitation, Section 5.2(c)(iA) and Section 5.3), in any Insolvency Proceeding, (i) only if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of that includes replacement liens on additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests (B) in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely form of (x1) a replacement Lien on the same such additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations Liens under this Agreement and (y2) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (iiy) in the event the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, seeks or accepts receives adequate protection in accordance with clause (i) above and such adequate protection is granted protection, including in the form of additional collateral, then the Second Priority Representative, on behalf of itself or any of and the other Second Priority Secured Parties, agrees that the First Priority Representative shall also be granted have a senior Lien and claim on such additional collateral adequate protection as security for the First Priority Obligations and any such DIP Financing and that any Lien on such any 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 obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. (a) The Second Priority Pension Fund Representative, on behalf of itself and the other Second Priority Pension Fund Secured PartiesParties (other than in their respective capacities as unsecured creditors), agrees that, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Bank Group Representative or the other First Priority Bank Group Secured Parties or the Convertible Note Representative or other Convertible Note Secured Party for adequate protection with respect to their Senior Liens or Junior Second Liens (other than in respect of its interest in the Pension Priority Common Collateral Collateral), as applicable, or any adequate protection provided to the First Priority Bank Group Representative or the other First Bank Group Secured Parties or the Convertible Note Representative or other Convertible Note Secured Party, as applicable with respect to their Senior Liens or Junior Second Liens (other than in respect of Pension Priority Secured PartiesCommon Collateral), as applicable, or (bii) any objection by the First Priority Bank Group Representative or any other First Priority Bank Group Secured Parties or the Convertible Note Representative or other Convertible Note Secured Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection with respect to their Senior Liens or Junior Second Liens (other than in the respect of Pension Priority Common Collateral Collateral), as applicable, or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority Bank Group Representative or any other First Priority Bank Group Secured Party or the Convertible Note Representative or other Convertible Note Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in In any Insolvency Proceeding, (ix) if the First Priority Bank Group Secured Parties (or any subset thereof) or Convertible Note Secured Parties (or any subset thereof) are granted adequate protection with respect to their Senior Liens or Junior Second Liens, as applicable, on the Pension Fund Collateral (other than Pension Priority Common Collateral) consisting of additional collateral (with replacement Liens on such additional collateral) and and/or superpriority claims in connection with any Bank Group DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Bank Group Secured Parties or Convertible Note Secured Parties, as applicable, do not object to the adequate protection being provided to themthe Bank Group Secured Parties or Convertible Note Secured Parties, as applicable, then in connection with any such Bank Group DIP Financing or use of cash collateral the Second Priority Pension Fund Representative, on behalf of itself and any of the Second Priority Pension Fund Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection with respect to their Junior Liens on the Pension Fund Collateral consisting solely of (xA) a replacement Lien on the same additional collateral, subordinated to the Senior Liens securing the First Priority Bank Group Obligations and Junior Second Liens securing the Convertible Note Obligations and such Bank Group DIP Financing on the same basis as the other Second Priority Junior Liens on securing the Common Collateral Pension Fund Obligations are so subordinated to the First Priority Bank Group Obligations and Convertible Note Secured Obligations under this Agreement and (yB) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Bank Group Secured PartiesParties and Convertible Note Secured Obligations, respectively, provided, however, that the Second Priority Pension Fund Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Pension Fund Secured Parties, in any stipulation and/or order granting such adequate protectionprotection with respect to their Junior Liens on the Pension Fund Collateral, 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 (iiy) in the event the Second Priority Pension Fund Representative, on behalf of itself and the Second Priority Pension Fund Secured Parties, seeks or accepts adequate protection with respect to their Junior Liens on the Pension Fund Collateral in accordance with clause (ix) above and such adequate protection is granted in the form of additional collateral, then the Second Priority Pension Fund Representative, on behalf of itself or any of the Second Priority Pension Fund Secured Parties, agrees that the First Priority Bank Group Representative and the Convertible Note Representative shall also be granted a senior Senior Lien on such additional collateral as security for the First Priority Bank Group Obligations and Convertible Note Obligations, as applicable, and any such Bank Group DIP Financing and that any Lien on such additional collateral securing the Second Priority Pension Fund Obligations shall be subordinated to the Liens on such collateral securing the First Priority Bank Group Obligations and Convertible Note Obligations, as applicable, and any such Bank Group DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the First Priority Bank Group Secured Parties and the Convertible Note Secured Parties as adequate protection, with such subordination to be on the same terms that the other Junior Liens securing the Second Priority Pension Fund Obligations are subordinated to the Senior Liens or Junior Second Liens on the Pension Fund Collateral securing such First Priority Bank Group Obligations or Convertible Note Obligations, as applicable, under this Agreement. The Second Priority Pension Fund Representative, on behalf of itself and the other Second Priority Pension Fund Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in Junior Liens on the Common Pension Fund Collateral without the prior written consent of the First Priority Bank Group Representative or the Convertible Note Representative, as applicable.

Adequate Protection. The Second Priority Representative, for itself and on behalf of itself and the each other Second Priority Secured PartiesParty, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the First Priority Representative or the other any First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Partiesform, (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 the First Priority Representative’s or any First Priority Secured Party’s claiming a lack of adequate protection in the Common Collateral or (c) the allowance and/or payment of interest, fees, expenses or other amounts to of the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing similar provision of any Common Collateralother Bankruptcy Law (as adequate protection or otherwise). Notwithstanding anything to the contrary set forth contained in this Section and 6.03 or in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)6.01, in any Insolvency or Liquidation Proceeding, (iy) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting in the form of a Lien on additional or replacement collateral (with replacement Liens on such additional collateral) and or a superpriority claims claim in connection with any DIP Financing or use of cash collateral with respect to under section 363 or 364 of the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themBankruptcy Code or any similar provision of any other Bankruptcy Law, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, for itself and on behalf of itself and any of the each other Second Priority Secured PartiesParty, may, as may seek or request adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely form of (xas applicable) a replacement Lien on the same such additional collateralor replacement collateral and/or a superpriority claim, which Lien and/or superpriority claim is subordinated to the Liens and or claim securing the and providing adequate protection for, and claims with respect to, all First Priority Obligations and such DIP Financing (and all obligations relating thereto) and any other Liens or claims granted to the First Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the Liens securing First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (iiz) in the event the Second Priority Representative, for itself and on behalf of itself and the other Second Priority Secured Parties, seeks or accepts requests adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of a Lien on additional or replacement collateral, then the Second Priority Representative, for itself and on behalf of itself or any of the each other Second Priority Secured PartiesParty, agrees that the First Priority Representative shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the First Priority Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Priority Obligations shall be subordinated to the Liens on such collateral securing and claims with respect to the First Priority Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be protection on the same terms that basis as the other Liens securing the Second Priority Obligations are so subordinated to such Liens securing 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, contesting (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) the payment of interest, fees, expenses expenses, costs, charges 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (includingAgreement, without limitation, Section 5.2(c)(iincluding Sections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of that includes additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the other Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing (1) such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), and (2) the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Priority Representative, on behalf of itself and the other 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 other Second Priority Secured Parties, agrees that the First Priority Representative 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 (A) 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 Secured Parties as adequate protection, with such subordination to be protection on the same terms that the other Liens securing the Second Priority Obligations are subordinated to such First Priority Obligations under this Agreement and (B) (x) the Liens on such collateral securing such DIP Financing (and all obligations relating thereto), (y) any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties and (z) in the case of any Insolvency Proceeding outside the United States, any administrative or other charges granted in any Insolvency Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the other First Priority Secured Parties, in the case of each of clauses (B) (x), (y) and (z), with such subordination to be on the same terms as the Liens securing the First Priority Obligations are subordinated thereto (and such subordination will not alter in any manner the terms of 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 5.4, and except for adequate protection in the form of access to information to the extent such access is also made available to the First Priority Representative on behalf of itself and the other First Priority Secured Parties, none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and Agreement, (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured PartiesParties and (z) subject to the right of the First Priority Secured Parties to object thereto, the payment of post-petition interest at the pre-default rate (provided, in the case of this clause (z), that the First Priority Secured Parties have been granted adequate protection in the form of post-petition interest at a rate no lower than the pre-default rate), provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative(a) In any Insolvency Proceeding involving a Grantor: (i) each Junior Agent, on behalf of itself and the other Second Priority Secured Partieseach Junior Claimholder that it represents, agrees that, prior that it shall not object to the First Priority Obligations Payment Date, none of them shall object, or contest, or support any other Person person objecting to or contestingcontesting (and instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right to do so): (aA) any request by any Priority Claimholder with respect to any Priority Collateral prior to the First applicable Payment in Full of Priority Representative or the other First Priority Secured Parties Debt, for adequate protection of its interest in the Common 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 any adequate protection provided to the First Priority Representative proceeds (or the other First Priority Secured Partiesadvances in respect) thereof, or (bB) any objection by the First any Priority Representative or any other First Priority Secured Parties Claimholder to any motion, relief, action or proceeding based on a claim of such Priority Claimholders claiming a lack of adequate protection with respect to its Liens in their Priority Collateral; (b) No Junior Claimholder shall object to, oppose, or challenge the Common Collateral determination of the extent of any Liens held by any of the Priority Claimholders or (c) the payment value of interest, fees, expenses or other amounts to the First any claims of Priority Representative or any other First Priority Secured Party Claimholders under Section 506(b) or 506(c506(a) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) by any Priority Claimholder for allowance of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection Debt consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing post-petition interest, fees, or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representativeexpenses.

Adequate Protection. (a) The Second Priority Representative, on behalf of itself as a Second Priority Secured Party and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Second Third Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, agree that none of them shall object, contest, or support any other Person objecting to or contesting, (a1) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (b2) 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 in the Common Collateral or (c3) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, mayand the Third Priority Representative, as adequate protection on behalf of their interests in itself and any of the Common CollateralThird Priority Secured Parties, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations and Third Priority Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative and the Third Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself themselves as Secured Parties and the Second Priority Secured Parties and the Third Priority 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 and (ii) in the event the Second Priority Representative, on behalf of itself as a Second Priority Secured Party and the Second Priority Secured Parties, seeks or accepts the Third Priority Representative, on behalf of itself and the Third Priority Secured Parties, seek or accept 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 as a Second Priority Secured Party or any of the Second Priority Secured Parties, agrees and the Third Priority Representative, on behalf of itself and the Third Priority Secured Parties, agree that the First Priority Representative 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 and/or the Third 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations and/or the Third Priority Obligations are subordinated to such First Priority Obligations under this Agreement. The Second Priority Representative, on behalf of itself as a Second Priority Secured Party and the other Second Priority Secured Parties, agrees and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agree that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Each Second Lien Priority Representative, on behalf of itself and the other Second Lien Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the any First Lien Priority Representative or the other First Lien Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the any First Lien Priority Representative or the other First Lien Priority Secured Parties, Parties or (b) any objection by the any First Lien Priority Representative or any other First Lien Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the any First Lien Priority Representative or any other First Lien Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Lien Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the each Second Lien Priority Representative, on behalf of itself and any of the Second Lien Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Lien Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Lien Priority Liens on the Common Collateral Obligations are so subordinated to the First Lien Priority Obligations under this Agreement and Agreement, (y) superpriority claims junior in all respects to the superpriority claims granted to the First Lien Priority Secured PartiesParties and (z) without prejudice to any right of any First Lien Priority Secured Party to object thereto, the payment of post-petition interest (provided, in the case of this clause (z), that the First Lien Priority Secured Parties have been granted adequate protection in the form of post-petition interest reasonably satisfactory to them), provided, however, that the such Second Lien Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Lien Priority 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 and (ii) in the event the any Second Lien Priority Representative, on behalf of itself and the Second Lien 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 such Second Lien Priority Representative, on behalf of itself or any of the Second Lien Priority Secured Parties, agrees that the First Lien Priority Representative Representatives shall also be granted a senior Lien on such additional collateral as security for the First Lien Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Lien Priority Obligations shall be subordinated to the Liens on such collateral securing the First Lien Priority Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the First Lien Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Lien Priority Obligations are subordinated to such First Lien Priority Obligations under this Agreement. The Each Second Lien Priority Representative, on behalf of itself and the other Second Lien Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the Controlling First Lien Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.such

Adequate Protection. The Second Priority Representative(a) Each Agent, for itself and on behalf of itself and the other Second Priority its Related Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or join or otherwise support any other Person objecting to or contesting, (ai) any request by the First Priority Representative Agent or any other Secured Party of the other First Priority Secured Parties Class for adequate protection of with respect to its interest in the Common Senior Liens on any Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (bii) any objection by the First Priority Representative Agent or any other First Priority Secured Parties Party of the other Class to any motion, relief, action or proceeding based on a claim the Agent or such other Secured Party of the other Class claiming a lack of adequate protection in the Common Collateral or with respect to its Senior Liens on any Collateral. (cb) 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(cNotwithstanding paragraph (a) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)Section, in any Insolvency or Liquidation Proceeding, : (i) if the First Priority Secured Parties (Agent or any subset thereof) are other Secured Party of any Class is granted adequate protection consisting in the form of an additional collateral (with replacement Liens Lien on such additional collateral) Collateral of a type that would constitute Senior Priority Collateral of the Agent and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority other Secured Parties do not object to the adequate protection being provided to themof such Class, then in connection with any such DIP Financing or use (A) the Agent of cash collateral the Second Priority Representativeother Class, for itself and on behalf of itself and any of the Second Priority its Related Secured Parties, may, as may seek or request adequate protection of their interests in the Common form of a Lien on such Collateral, seek or accept (which Lien will be junior and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated subordinate to the Liens securing the First Senior Obligations (and, in the case of any such Lien on additional collateral that would constitute ABL Priority Obligations and such Collateral, to any Cash Collateral Usage and/or DIP Financing (and all obligations related thereto) permitted by the ABL Credit Agreement) on the same basis as the other Second Priority Liens on Collateral securing the Common Collateral Junior Obligations are so subordinated junior and subordinate to the First Priority Liens on such Collateral securing the Senior Obligations under this Agreement and (yB) superpriority claims junior in all respects subject to clause (ii) below, the superpriority claims granted to the First Priority Agent of such first Class, for itself and on behalf of its Related Secured Parties, providedagrees that none of them shall contest, howeveror join or otherwise support any other Person contesting, that (1) any request by the Second Priority Representative shall have irrevocably agreedAgent of such other Class, pursuant to Section 1129(a)(9) of the Bankruptcy Code, for itself or on behalf of itself and the Second Priority its Related Secured Parties, in any stipulation and/or order granting such for 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 protection pursuant to the allowed amount preceding clause (A) or (2) any motion, relief, action or proceeding in support of such claims and a request for adequate protection pursuant to the preceding clause (A); and (ii) in the event the Second Priority Representative, on behalf if any Agent or any other Secured Party of itself and the Second Priority Secured Parties, seeks or accepts any Class is granted adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateralcollateral of a type that would constitute Junior Priority Collateral of the Agent and other Secured Parties of such Class, then the Second Priority RepresentativeAgent of such Class, for itself and on behalf of itself or any of the Second Priority its Related Secured Parties, agrees that the First Priority Representative Agent of the other Class shall also be entitled to be granted adequate protection in the form of a senior Lien on such additional collateral as security for the First Obligations of such other Class (and, in the case of any additional collateral that would constitute ABL Priority Obligations and Collateral, for any such DIP Financing (and all obligations related thereto) provided by the ABL Secured Parties) and that any Lien on such additional collateral securing the Second Priority Junior Obligations shall be subordinated junior and subordinate to the Liens Lien on such collateral securing the First Priority Senior Obligations (and any such DIP Financing (and all Obligations relating theretorelated obligations) and to any other Liens granted to the First Priority Senior Secured Parties as adequate protection, with such subordination to be protection on the same terms that basis as the other Liens on Collateral securing the Second Priority Junior Obligations are subordinated so junior and subordinate to the Liens on such First Priority Collateral securing the Senior Obligations under this Agreement. The Second Priority Representative; provided that, to the extent the Agent of such other Class is not granted such adequate protection in the applicable form, any such additional collateral and any amounts recovered by or distributed to the Agent or any other Secured Party of such first Class pursuant to or as a result of any Lien on behalf such additional collateral granted to or for the benefit of itself and the other Second Priority Agent or any Secured Parties, agrees that except Party of such first Class shall be subject to Section 4.02. (c) Except as expressly set forth in Sections 6.01 and 6.07 and in paragraphs (a) and (b) of this Section none Section, nothing herein shall limit (i) the rights of them shall the Agent of any Class, or any of its Related Secured Parties, to seek or accept adequate protection with respect to its or their interests rights in the Common Collateral without in any Insolvency or Liquidation Proceeding (including adequate protection in the prior written consent form of a cash payment, periodic cash payments or otherwise) or (ii) the right of the First Priority RepresentativeAgent of the other Class, or any of its Related Secured Parties, to object to such request for adequate protection.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Each Junior Priority RepresentativeAgent, for itself and on behalf of itself and the other Second each Junior Priority Secured PartiesParty represented thereby, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the First Senior Priority Representative Representative, the other Senior Priority Agents or the other First Senior Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Partiesform, (b) any objection by the First Senior Priority Representative Representative, the other Senior Priority Agents or any other First the Senior Priority Secured Parties to any motion, relief, action or proceeding based on a claim of the Senior Priority Representative’s or any other Senior Priority Agent’s or Senior Priority Secured Party’s claiming a lack of adequate protection in the Common Collateral or (c) the allowance and/or payment of interest, fees, expenses or other amounts to of the First Senior Priority Representative Representative, the other Senior Priority Agents or any other First the Senior Priority Secured Party Parties as adequate protection or otherwise under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing similar provision of any Common Collateralother Bankruptcy Law. Notwithstanding anything to the contrary set forth contained in this Section and 6.9 or in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)6.1, in any Insolvency Proceeding, : (i) if the First Senior Priority Secured Parties (or any subset thereof) are granted adequate protection consisting in the form of a Lien on additional or replacement collateral (with replacement Liens on such additional collateral) and superpriority claims and/or a super-priority administrative expense claim in connection with any DIP Financing or use of cash collateral with respect to under Section 363 or 364 of the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themBankruptcy Code or any similar provision(s) of any other Bankruptcy Law, then in connection with any such DIP Financing or use of cash collateral the Second each Junior Priority RepresentativeAgent, for itself and on behalf of itself and any of the Second each Junior Priority Secured PartiesParty represented thereby, may, as may seek or request adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely form of (xas applicable) a replacement Lien on the same such additional collateralor replacement collateral and/or a super-priority administrative expense claim, which Lien and/or super-priority administrative expense claim (as applicable) is subordinated to the Liens securing and providing adequate protection for, and claims with respect to, the First Senior Priority Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Second Liens securing and claims with respect to the Junior Priority Liens on the Common Collateral Obligations are so subordinated to the First Liens securing and claims with respect to the Senior Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured PartiesAgreement, provided, however, that the Second each Junior Priority Representative Agent shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Junior Priority Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority super-priority 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 claims; and (ii) in the event the Second any Junior Priority RepresentativeAgent, for itself and on behalf of itself and the Second Junior Priority Secured PartiesParties represented thereby, seeks seek or accepts request adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of (as applicable) a Lien on additional collateralor replacement collateral and/or a super-priority administrative expense claim, then the Second such Junior Priority RepresentativeAgent, for itself and on behalf of itself or any of the Second each Junior Priority Secured PartiesParty represented thereby, agrees agree that the First Senior Priority Representative Representatives shall also be granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the First Senior Priority Obligations and any such DIP Financing and/or a senior super-priority administrative expense claim, and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Junior Priority Obligations and/or super-priority administrative expense claim shall be subordinated to the Liens on such collateral securing and claims with respect to the First Senior Priority Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens and claims granted to the First Senior Priority Secured Parties as adequate protection, with such subordination to be protection on the same terms that basis as the other Liens securing and claims with respect to the Second Junior Priority Obligations are so subordinated to such First Liens securing and claims with respect to Senior Priority Obligations under this Agreement. The Second , provided, however, that each Junior Priority RepresentativeAgent shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the other Second Junior Priority Secured Parties, agrees in any stipulation and/or order granting such adequate protection, that except as expressly set forth such junior super-priority claims may be paid under any plan of reorganization in this Section none any combination of them shall seek cash, debt, equity or accept 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 foregoing, to the extent that the Senior Priority Secured Parties are granted adequate protection with respect to their interests in the Common Collateral without form of payments in the prior written consent amount of current post-petition fees and expenses, and/or other cash payments, then the Junior Priority Agents, for themselves and on behalf of the First Junior Priority RepresentativeSecured Parties represented thereby, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to (i) 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 and (ii) the turnaround provisions of Section 4.1(b) if the consummation of a plan of a sale of all or substantially all of the applicable Credit Parties’ assets does not result in the Discharge of Senior Priority Obligations.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) the payment of interest, fees, expenses expenses, costs, charges 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (includingAgreement, without limitation, Section 5.2(c)(iincluding Sections 5.2(a) and Section 5.3), in any Insolvency or Liquidation Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of that includes additional or replacement collateral (with replacement Liens on such additional or replacement collateral) and superpriority ), cash payments, or claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the other Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) an additional or a replacement Lien on the same additional collateral, cash payment or claim (as applicable), subordinated to the Liens Liens, cash payments or claims (as applicable) securing (1) such DIP Financing on the same terms as the First Priority Obligations Liens or claims are subordinated thereto (and such DIP Financing subordination will not alter in any manner the terms of this Agreement), and (2) the First Lien Obligations on the same basis as the other Liens, cash payments or claims (as applicable) securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Lien Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Priority Representative, on behalf of itself and the other 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 or replacement collateral, cash payments or claims, then the Second Priority Representative, on behalf of itself or any of the other Second Priority Secured Parties, agrees that the First Priority Representative shall also be granted a senior Lien on such additional collateral collateral, right to cash payments or claims (as applicable) as security for the First Priority Lien Obligations and any such DIP Financing and that any Lien Lien, right to cash payment or claim (as applicable) on such additional collateral securing the Second Priority Obligations shall be subordinated to (A) the Liens on such collateral securing the First Priority Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens Liens, right to cash payment, or claims granted to the First Priority Secured Parties as adequate protectionprotection on the same terms that the Liens, right to cash payment, or claims securing the Second Priority Obligations are subordinated to such First Lien Obligations under this Agreement and (B) (x) the Liens or claims on such collateral securing such DIP Financing (and all obligations relating thereto), (y) any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties and (z) in the case of any Insolvency or Liquidation Proceeding outside the United States, any administrative or other charges granted in any Insolvency or Liquidation Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the other First Priority Secured Parties, in the case of each of clauses (B) (x), (y) and (z), with such subordination to be on the same terms that as the other Liens or claims securing the Second Priority First Lien Obligations are subordinated to thereto (and such First Priority Obligations under subordination will not alter in any manner the terms of 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 5.4, and except for adequate protection in the form of access to information to the extent such access is also made available to the First Priority Representative on behalf of itself and the other First Priority Secured Parties, none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The (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, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the any other First Priority Secured Parties Party for adequate protection of its interest with respect to such Common Collateral, including, without limitation, in the Common Collateral form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or any adequate protection provided to the First Priority Representative other amounts or the other First Priority Secured Parties, (bii) any objection by the First Priority Representative or any other First Priority Secured Parties Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in to the First Priority Secured Parties with respect to such Common Collateral or (ciii) the payment of principal, interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwiseotherwise with respect to such Common Collateral. The Notwithstanding anything contained in this Agreement, (1) in any Insolvency Proceeding, the Second Priority Representative and the other Second Priority Secured 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 retain adequate protection (A) only if the First Priority Secured Parties with respect to such Common Collateral are granted adequate protection that includes Adequate Protection Liens on additional collateral and superpriority claims and such First Priority Secured Parties do not object to the adequate protection being provided to them and (B) solely in the form of (x) Adequate Protection Liens on the same additional collateral, subordinated to the Adequate Protection Liens granted to the First Priority Representative or any other First Priority Secured Party and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral on the same basis as the other Second Priority Liens on such Common Collateral and Third Priority Liens on such Common Collateral, as applicable, are so subordinated to the First Priority Liens on such Common Collateral under this Agreement, (y) superpriority claims subordinated (but only to the extent such superpriority claims are satisfied from the proceeds of the Common Collateral on which the First Priority Secured Parties have First Priority Liens) to the superpriority claims granted to the First Priority Secured Parties and (z) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, including, without limitation, in the form of the provision of information and the ability to monitor such Common Collateral and (2) 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, further agrees that, prior to or the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Third Priority Representative, on behalf of itself and the Second other Third Priority Secured Parties, seeks or accepts adequate protection in accordance with clause as the case may be, (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 consents to the First Priority Representative shall also be granted having a senior Adequate Protection 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 Adequate Protection Liens granted to the Second Priority Obligations Secured Parties and the Third Priority Secured Parties, on any additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any such DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral (and all Obligations obligations relating thereto) and any other Adequate Protection Liens granted to the First Priority Secured Parties as adequate protectionParties, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations Liens are subordinated to such First Priority Obligations 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, as applicable, 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, as applicable, shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations. The To the extent so authorized by a court of competent jurisdiction, upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Second Priority Obligations or Third Priority Obligations, as applicable, 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 (but without limiting, and subject in all respects to, Section 5.4(a)), the Third Priority Representative, on behalf of itself and the other Second Third Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek object to, contest, or accept 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 with respect to their interests such Common Collateral, 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 with respect to such Common Collateral or (iii) the payment of principal, interest, fees, expenses or other amounts to the Second Priority Representative or any other Second Priority Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise with respect to such Common Collateral. Notwithstanding anything contained in this Agreement, (1) in any Insolvency Proceeding, the Third Priority Representative and the other Third Priority Secured Parties, with respect to each Type of Common Collateral, may seek, support, accept or retain adequate protection (A) only if the Second Priority Secured Parties with respect to such Common Collateral are granted adequate protection that includes Adequate Protection Liens on additional collateral and superpriority claims and such Second Priority Secured Parties do not object to the adequate protection being provided to them and (B) solely in the form of (x) an Adequate Protection Liens on the same additional collateral, subordinated to the Adequate Protection Liens granted to the Second Priority Representative or any other Second Priority Secured Party and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the Second Priority Secured Parties with respect to such Common Collateral on the same basis as the other Third Priority Liens on such Common Collateral are so subordinated to the Second Priority Liens on such Common Collateral under this Agreement, (y) superpriority claims subordinated (but only to the extent such superpriority claims are satisfied from the proceeds of the Common Collateral on which the Second Priority Secured Parties have Second Priority Liens) to the superpriority claims granted to the Second Priority Secured Parties and (z) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, including, without limitation, the prior written consent provision of information and the ability to monitor such Common Collateral and (2) 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, 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 Liens 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 provided by, or consented to by, the Second Priority Secured Parties with respect to such Common Collateral (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 this 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 First Second Priority RepresentativeSecured 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 Second Priority Obligations Payment Date, 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. To the extent so authorized by a court of competent jurisdiction, upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Third Priority Obligations purported to be satisfied by such distributions shall be immediately reinstated in full as though such payment had never occurred.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, in respect of any Insolvency Proceeding of a Loan Party, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in In any Insolvency ProceedingProceeding of a Loan Party, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral collateral, the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (xw) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and Agreement, (yx) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, (y) payment of the fees and expenses of the Second Priority Representative and the Second Priority Secured Parties, to the extent permitted in the Second Priority Documents (the adequate protection for the Second Priority Secured Parties described in clauses (w), (x), and (y), collectively, the “Second Priority Required Adequate Protection”) and (z) subject to the right of the First Priority Secured Parties to object thereto, the payment of post-petition interest at the pre-default rate (provided, that in the case of this clause (z), that the First Priority Secured Parties have been granted adequate protection in the form of post-petition interest at a rate no lower than the pre-default rate), provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims in excess of $3,000,000 may with the consent of two-thirds in amount of the Second Priority Obligations 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 respect of Loan Party in accordance with clause (i) above and such adequate protection is granted in the form of additional collateralcollateral comprising assets of a Loan Party, then the Second Priority Representative, on behalf of itself or any of the Second Priority Secured Parties, agrees that the First Priority Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with in respect to their interests in the Common Collateral of a Loan Party without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) 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. The ; provided that, if the First Priority Secured Parties (or any subset thereof) receive payment of any of the amounts described in this clause (c), the Second Priority Representative, on behalf of itself and any of the other Second Priority Secured Parties, further agrees thatmay request adequate protection in the form of interest, prior fees, expenses or such other amounts, but all parties’ rights to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateralobject thereto are preserved. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on Common Collateral or such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themthen, then in connection with any such DIP Financing or use of cash collateral collateral, the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same Common Collateral or additional collateral, subordinated to the Liens securing the First Priority Obligations (including adequate protection obligations) and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 Parties 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 Representative shall also be granted a senior Lien on such additional collateral as security for adequate protection on account of 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 (including adequate protection obligations) and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 509265-1512-14307-Active.15883725.6 First Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative (or other providers of DIP Financing) 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 obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in In any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral collateral, the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (xw) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and Agreement, (yx) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, (y) payment of the fees and expenses of the Second Priority Representative and the Second Priority Secured Parties, to the extent permitted in the Second Priority Documents (the adequate protection for the Second Priority Secured Parties described in clauses (w), (x), and (y), collectively, the “Second Priority Required Adequate Protection”) and (z) subject to the right of the First Priority Secured Parties to object thereto, the payment of post-petition interest at the pre-default rate (provided, in the case of this clause (z), that the First Priority Secured Parties have been granted adequate protection in the form of post-petition interest at a rate no lower than the pre-default rate), provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims in excess of $3,000,000 may with the consent of two-thirds in amount of the Second Priority Obligations 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. (a) The Second Priority Term Loan Representative, on behalf of itself and the other Second Priority Term Loan Secured Parties, agrees that, prior to the First Priority ABL Obligations Payment Date, so long as the ABL Representative and the other ABL Secured Parties comply with Section 5.4(b), none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority ABL Representative or the other First Priority ABL Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority ABL Representative or the other First ABL Secured Parties (unless the adequate protection is sought in the form of a cash payment (whether an individual payment or in periodic installments) and in each case, such payments are made from the proceeds of the Term Loan Priority Secured PartiesCollateral or, unless agreed by the Term Loan Representative, from Term Loan DIP Financing or is in contravention of Section 5.2(b)), (bii) any objection by the First Priority ABL Representative or any other First Priority ABL Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority ABL Representative or any other First Priority ABL Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise; provided that any action described in the foregoing clauses (i) and (ii) does not violate Section 5.2. The Second Priority Term Loan Representative, on behalf of itself and the other Second Priority Term Loan Secured Parties, further agrees that, prior to the First Priority ABL Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority ABL Liens for costs or expenses of preserving or disposing of any Common ABL Priority Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii5.2(a)(i)(y), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i5.2(a)(i)(x) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority ABL Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes ABL Priority Collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority ABL Secured Parties do not object to the adequate protection being provided to them, then in connection with any such ABL DIP Financing or use of cash collateral the Second Priority Term Loan Representative, on behalf of itself and any of the Second Priority Term Loan Secured Parties, may, as adequate protection of their interests in the Common ABL Priority Collateral, seek or accept (and the First Priority ABL Representative and the First Priority ABL Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority ABL Obligations and such ABL DIP Financing on the same basis as the other Second Priority Term Loan Liens on the Common ABL Priority Collateral are so subordinated to the First Priority ABL Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority ABL Secured Parties, provided, however, that the Second Priority Term Loan Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Term Loan 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representativeclaims.

Adequate Protection. (a) The Second Priority Term Loan Representative, on behalf of itself and the other Second Priority Term Loan Secured Parties, agrees that, prior to the First Priority ABL Obligations Payment Date, so long as the ABL Representative and the other ABL Secured Parties comply with Section 5.4(b), none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority ABL Representative or the other First Priority ABL Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority ABL Representative or the other First Priority ABL Secured Parties, (bii) any objection by the First Priority ABL Representative or any other First Priority ABL Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority ABL Representative or any other First Priority ABL Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise; provided that any action described in the foregoing clauses (i) and (ii) does not violate Section 5.2. The Second Priority Term Loan Representative, on behalf of itself and the other Second Priority Term Loan Secured Parties, further agrees that, prior to the First Priority ABL Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority ABL Liens for costs or expenses of preserving or disposing of any Common ABL Priority Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii5.2(a)(i)(v), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i5.2(a)(i)(x) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority ABL Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes ABL Priority Collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority ABL Secured Parties do not object to the adequate protection being provided to them, then in connection with any such ABL DIP Financing or use of cash collateral the Second Priority Term Loan Representative, on behalf of itself and any of the Second Priority Term Loan Secured Parties, may, as adequate protection of their interests in the Common ABL Priority Collateral, seek or accept (and the First Priority ABL Representative and the First Priority ABL Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority ABL Obligations and such ABL DIP Financing on the same basis as the other Second Priority Term Loan Liens on the Common ABL Priority Collateral are so subordinated to the First Priority ABL Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority ABL Secured Parties, provided, however, that the Second Priority Term Loan Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Term Loan 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representativeclaims.

Adequate Protection. The Second Second-Priority Representative, on behalf of itself and the other Second Second-Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, contesting (a) any request by the First First-Priority Representative or the other First First-Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First First-Priority Representative or the other First First-Priority Secured Parties, Parties or (b) any objection by the First First-Priority Representative or any other First First-Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (c) the payment of interest, fees, expenses expenses, costs, charges or other amounts to the First First-Priority Representative or any other First First-Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (includingAgreement, without limitation, Section 5.2(c)(iincluding Sections 5.2(a) and Section 5.3), in any Insolvency or Liquidation Proceeding, (i) if the First First-Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of that includes additional or replacement collateral (with replacement Liens on such additional collateral) and superpriority ), cash payments, or claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the Second Second-Priority Representative, on behalf of itself and any of the Second other Second-Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a an additional or replacement Lien on the same additional collateral, cash payment, or claim (as applicable), subordinated to the Liens Liens, cash payments, or claims (as applicable) securing the First Priority Obligations and (1) such DIP Financing on the same terms as the First-Priority Liens or claims are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), and (2) the First-Priority Obligations on the same basis as the other Second Liens, cash payments, or claims (as applicable) securing the Second-Priority Liens on the Common Collateral Obligations are so subordinated to the First First-Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Second-Priority Representative, on behalf of itself and the Second other 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 or replacement collateral, cash payments, or claims, then the Second Second-Priority Representative, on behalf of itself or any of the Second other Second-Priority Secured Parties, agrees that the First First-Priority Representative shall also be granted a senior Lien on such additional collateral collateral, right to cash payment, or claims (as applicable) as security for the First First-Priority Obligations and any such DIP Financing and that any Lien Lien, cash payment, or claim (as applicable) on such additional collateral securing the Second Second-Priority Obligations shall be subordinated to (A) the Liens on such collateral securing the First First-Priority Obligations and any other Liens, cash payment, or claims granted to the First-Priority Secured Parties as adequate protection on the same terms that the Liens, right to cash payment, or claims securing the Second-Priority Obligations are subordinated to such First-Priority Obligations under this Agreement and (B) (x) the Liens or claims on such collateral securing such DIP Financing (and all Obligations obligations relating thereto), (y) and any “carve-out” agreed to by the First-Priority Representative or the other Liens granted to the First First-Priority Secured Parties as adequate protectionand (z) in the case of any Insolvency or Liquidation Proceeding outside the United States, any administrative or other charges granted in any Insolvency or Liquidation Proceeding that are similar in nature to a “carve-out” and agreed to by the First-Priority Representative or the other First-Priority Secured Parties, in the case of each of clauses (B) (x), (y) and (z), with such subordination to be on the same terms that as the other Liens or claims securing the Second First-Priority Obligations are subordinated to thereto (and such First Priority Obligations under subordination will not alter in any manner the terms of this Agreement). The Second Second-Priority Representative, on behalf of itself and the other Second Second-Priority Secured Parties, agrees that except as expressly set forth in this Section 5.4, and except for adequate protection in the form of access to information to the extent such access is also made available to the First-Priority Representative on behalf of itself and the other First-Priority Secured Parties, none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First First-Priority Representative.

Adequate Protection. The Each Second Lien Priority Representative, on behalf of itself and the other Second Lien Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the any First Lien Priority Representative or the other First Lien Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the any First Lien Priority Representative or the other First Lien Priority Secured Parties, (b) any objection by the any First Lien Priority Representative or any other First Lien Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the any First Lien Priority Representative or any other First Lien Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Lien Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the each Second Lien Priority Representative, on behalf of itself and any of the Second Lien Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Lien Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Lien Priority Liens on the Common Collateral Obligations are so subordinated to the First Lien Priority Obligations under this Agreement and Agreement, (y) superpriority claims junior in all respects to the superpriority claims granted to the First Lien Priority Secured PartiesParties and (z) without prejudice to any right of any First Lien Priority Secured Party to object thereto, the payment of post-petition interest (provided, in the case of this clause (z), that the First Lien Priority Secured Parties have been granted adequate protection in the form of post-petition interest reasonably satisfactory to them), provided, however, that the such Second Lien Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Lien Priority 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 and (ii) in the event the any Second Lien Priority Representative, on behalf of itself and the Second Lien 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 such Second Lien Priority Representative, on behalf of itself or any of the Second Lien Priority Secured Parties, agrees that the First Lien Priority Representative Representatives shall also be granted a senior Lien on such additional collateral as security for the First Lien Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Lien Priority Obligations shall be subordinated to the Liens on such collateral securing the First Lien Priority Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the First Lien Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Lien Priority Obligations are subordinated to such First Lien Priority Obligations under this Agreement. The Each Second Lien Priority Representative, on behalf of itself and the other Second Lien Priority Secured Parties, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the Controlling First Lien Priority Representative, which consent shall not be unreasonably withheld.

Adequate Protection. (a) The Second Priority Term Debt Representative, on behalf of itself and the other Second Priority Term Debt Secured Parties, agrees that, prior to the First Priority ABL Obligations Payment Date, so long as the ABL Representative and the other ABL Secured Parties comply with Section 5.4(b), none of them shall object, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority ABL Representative or the other First Priority ABL Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority ABL Representative or the other First Priority ABL Secured Parties, Parties or (bii) any objection by the First Priority ABL Representative or any other First Priority ABL Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority ABL Representative or any other First Priority ABL Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise; provided that any action described in the foregoing clauses (i) and (ii) does not violate Section 5.2. The Second Priority Term Debt Representative, on behalf of itself and the other Second Priority Term Debt Secured Parties, further agrees that, prior to the First Priority ABL Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority ABL Liens for costs or expenses of preserving or disposing of any Common ABL Priority Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii5.2(a)(i)(y), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i5.2(a)(i)(x) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority ABL Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes ABL Priority Collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority ABL Secured Parties do not object to the adequate protection being provided to them, then in connection with any such ABL DIP Financing or use of cash collateral the Second Priority Term Debt Representative, on behalf of itself and any of the Second Priority Term Debt Secured Parties, may, as adequate protection of their interests in the Common ABL Priority Collateral, seek or accept (and the First Priority ABL Representative and the First Priority ABL Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing any applicable ABL DIP Financing, and subordinated to any Pre-Petition ABL Liens securing the First Priority ABL Obligations and such other than any ABL DIP Financing on the same basis as the other Second Priority Term Debt Liens on the Common ABL Priority Collateral are so subordinated to the First Priority ABL Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority ABL Secured Parties, Parties securing any applicable ABL DIP Financing and all other ABL Obligations; provided, however, that the Second Priority Term Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Term Debt 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representativeclaims.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and Agreement, (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured PartiesParties and (z) subject to the right of the First Priority Secured Parties to object thereto, the payment of post-petition interest at the pre-default rate (provided, in the case of this clause (z), that the First Priority Secured Parties have been granted adequate protection in the form of post-petition interest at a rate no lower than the pre-default rate), provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Junior Priority Representative, on behalf of itself and the other Second Junior Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, contesting (a) any request by the First Second Priority Representative or the other First Second Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Second Priority Representative or the other First Second Priority Secured Parties, (b) any objection by the First Second Priority Representative or any other First Second Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (c) the payment of interest, fees, expenses expenses, costs, charges or other amounts to the First Second Priority Representative or any other First Second Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section 5.4 and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (includingAgreement, without limitation, Section 5.2(c)(iincluding Sections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Second Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of that includes additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the Second Junior Priority Representative, on behalf of itself and any of the Second Junior Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and (x) such DIP Financing on the same terms as the Second Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement) and (y) the Second Priority Obligations on the same basis as the other Second Liens securing the Junior Priority Liens on the Common Collateral Obligations are so subordinated to the First Second Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Junior Priority Representative, on behalf of itself and the Second 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 Second Junior Priority Representative, on behalf of itself or any of the Second Junior Priority Secured Parties, agrees that the First Second Priority Representative shall also be granted a senior Lien on such additional collateral as security for the First Second Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Junior Priority Obligations shall be subordinated to (A) the Liens on such collateral securing the First Second Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the First Second Priority Secured Parties as adequate protectionprotection on the same terms that the Liens securing the Junior Priority Obligations are subordinated to such Second Priority Obligations under this Agreement and (B) (x) the Liens on such collateral securing such DIP Financing (and all obligations relating thereto), (y) any “carve-out” agreed to by the Second Priority Representative or the Second Priority Secured Parties and (z) in the case of any Insolvency Proceeding outside the United States, any administrative or other charges granted in any Insolvency Proceeding that are similar in nature to a “carve-out” and agreed to by the Second Priority Representative or the Second Priority Secured Parties, in the case of each of clauses (B) (x), (y) and (z), with such subordination to be on the same terms that as the other Liens securing the Second Priority Obligations are subordinated to thereto (and such First Priority Obligations under subordination will not alter in any manner the terms of this Agreement). The Second Junior Priority Representative, on behalf of itself and the other Second Junior Priority Secured Parties, agrees that except as expressly set forth in this Section 5.4, and except for adequate protection in the form of access to information to the extent such access is also made available to the Second Priority Representative on behalf of itself and the Second Priority Secured Parties, none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Second Priority Representative.

Adequate Protection. The Second Priority Each Representative, for itself and on behalf of itself and the each other Second Priority Secured PartiesParty under its Debt Facility, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, join or otherwise support any other Person objecting to or contesting, in contesting (a) any request by the First Priority Controlling Representative or the any other First Priority Controlling Secured Parties for adequate protection of its interest in the Common Collateral any form or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (b) any objection objection, based on a claim of a lack of adequate protection, by the First Priority Controlling Representative or any other First Priority Controlling Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateralproceeding. Notwithstanding anything to the contrary set forth contained in this Section and 7.02 or in Section 5.2(c)(ii)7.01, but subject to all other provisions of this Agreement (includingif, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral, (i) any Secured Party is granted adequate protection in the form of a Lien on additional or replacement collateral, then each other Representative may, for itself and on behalf of the other Secured Parties under its Debt Facility, seek or request adequate protection in the form of a Lien on such additional or replacement collateral, which Lien will rank pari passu with, in the case of other First Priority Secured Parties, or be subordinated to, in the case of Second Priority Secured Parties, the First Priority Liens on the same basis as set forth in this Agreement, (ii) any Second Priority Secured Party is granted adequate protection in the form of a Lien on additional or replacement collateral, then (A) each First Priority Representative shall, for itself and on behalf of the other First Priority Secured Parties under its Debt Facility, be granted adequate protection in the form of a Lien on such additional or replacement collateral with respect that is senior to such Second Priority Lien as adequate protection for the First Priority Debt Obligations (and, to the Common Collateralextent such First Priority Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien on such additional collateral so granted to such Second Priority Secured Party shall be subject to Section 4.02) and (B) each other Second Priority Representative may, for itself and on behalf of the other Secured Parties under its Debt Facility, seek or request adequate protection in the form of a Lien on such additional or replacement collateral, which Lien will rank pari passu with such Second Priority Lien and subordinate to all First Priority Liens or (iii) any First Priority Secured Party is granted adequate protection in the form of a super-priority claim under Section 507(b) of the Bankruptcy Code or any comparable provision of any other Bankruptcy Law, then each other Representative, for itself and on behalf of the other Secured Parties under its Debt Facility, shall be granted adequate protection in the form of super-priority claims granted under Section 507(b) of the Bankruptcy Code or any comparable provision of any other Bankruptcy Law ranking pari passu with, in the case of other First Priority Secured Parties, or subordinated to, in the case of Second Priority Secured Parties, such First Priority Secured Party. Without limiting the generality of the foregoing, to the extent that the First Priority Secured Parties do not object to the are granted adequate protection being provided to themin the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, or any other form of adequate protection, then in connection with any such DIP Financing or use of cash collateral the each Second Priority Representative, for itself and on behalf of itself and any of the each Second Priority Secured PartiesParty under its Second Priority Debt Facility, may, as shall not be prohibited from seeking adequate protection of their interests in the Common Collateralform of payments in the amount of current post-petition incurred fees and expenses, seek and/or other cash payments (as applicable), or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) such other form of adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that subject to the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) right of the Bankruptcy Code, on behalf First Priority Secured Parties to object to the amounts of itself fees and expenses or other cash payments or other adequate protection so sought by the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The (a) 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, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the any other First Priority Secured Parties Party for adequate protection of its interest protection, including, without limitation, in the Common Collateral form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or any adequate protection provided to the First Priority Representative other amounts or the other First Priority Secured Parties, (bii) any objection by the First Priority Representative or any other First Priority Secured Parties Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the First Priority Representative or Secured Parties. Notwithstanding anything contained in this Agreement, in any other First Priority Secured Party under Section 506(b) or 506(c) of Insolvency Proceeding, the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself Representative and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the each Type of Common Collateral, and the First Priority Secured Parties do not object to the may seek, support, accept or retain adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests solely in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely form of (xu) a replacement Permitted Cash Adequate Protection Payments in accordance with Section 5.4(b), (v) an Adequate Protection Lien on the same additional collateral, subordinated to the First Priority Liens and Liens securing the First Priority Obligations and such any DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations Liens under this Agreement and Agreement, (yw) only if the First Priority Secured Parties are granted superpriority claims, superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9(x) payment of the Bankruptcy Code, on behalf fees and expenses of itself and the Second Priority Secured Parties, (y) any form of adequate protection that is consistent with the priorities set forth 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 this Agreement and (iiz) 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 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, 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 consents to the First Priority Representative shall also be granted having a senior Adequate Protection 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 Adequate Protection Liens granted to the Second Priority Obligations Secured Parties, on any additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Adequate Protection Liens granted to the First Priority Secured Parties as adequate protectionParties, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations Liens are subordinated to such First Priority Obligations Liens under this Agreement. The Second Agreement and (ii) agrees that, if the bankruptcy court does not grant the First Priority RepresentativeSecured Parties a senior Adequate Protection Lien on such additional collateral, on behalf of itself and then the other Second Priority Secured Parties, agrees that except as expressly set forth in this Section none of them Parties shall seek or accept adequate protection with respect be deemed to hold and have held their interests in Adequate Protection Lien on such additional collateral for the Common Collateral without the prior written consent benefit of the First Priority RepresentativeSecured 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 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 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, if the First Priority Secured Parties are granted as adequate 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 “Permitted Cash Adequate Protection Payments”); provided that the consent of the Second Priority Secured Parties to, and the agreement of the Second Priority Secured Parties not to object or 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 remain in full force and effect even if the Second Priority Secured Parties seek such Permitted Cash Adequate Protection Payments and whether or not such Permitted Cash Adequate Protection Payments are granted by the bankruptcy court.

Adequate Protection. (a) The Second Priority Fixed Asset Representative, on behalf of itself and the other Second Priority Fixed Asset Secured PartiesParties that it represents, agrees that, prior to the First Priority ABL Obligations Payment Date, so long as the ABL Representatives and the other ABL Secured Parties comply with Section 5.4(b), none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority any ABL Representative or the other First Priority ABL Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority any ABL Representative or the other First Priority ABL Secured Parties, (bii) any objection by the First Priority any ABL Representative or any other First Priority ABL Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority any ABL Representative or any other First Priority ABL Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise; provided that any action described in the foregoing clauses (i) and (ii) does not violate Section 5.2. The Second Priority Fixed Asset Representative, on behalf of itself and the other Second Priority Fixed Asset Secured PartiesParties that it represents, further agrees that, prior to the First Priority ABL Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority ABL Liens for costs or expenses of preserving or disposing of any Common ABL Priority Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii5.2(a)(i)(v), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i5.2(a)(i)(x) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority ABL Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes ABL Priority Collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority ABL Secured Parties do not object to the adequate protection being provided to them, then in connection with any such ABL DIP Financing or use of cash collateral the Second Priority Fixed Asset Representative, on behalf of itself and any of the Second Priority Fixed Asset Secured PartiesParties that is represents, may, as adequate protection of their interests in the Common ABL Priority Collateral, seek or accept (and the First Priority Representative ABL Representatives and the First Priority ABL Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority ABL Obligations and such ABL DIP Financing on the same basis as the other Second Priority Fixed Asset Liens on the Common ABL Priority Collateral are so subordinated to the First Priority ABL Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority ABL Secured Parties, provided, however, that the Second Priority Fixed Asset Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Fixed Asset Secured PartiesParties that it represents, 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 claims. Without limiting the foregoing, no Fixed Asset Secured Party shall directly or indirectly support, and shall affirmatively object on the record to, any proposed use of ABL Priority Collateral (iiincluding cash collateral) in to which the event ABL Representative objects. Notwithstanding anything to the Second Priority Representativecontrary herein, on behalf all Proceeds of itself and the Second Priority Secured Parties, seeks or accepts adequate protection in accordance with clause (i) above liens and such all other adequate protection is granted in the form of additional collateral, then the Second Priority Representative, on behalf of itself or payments received by any of the Second Priority Fixed Asset Secured Parties, agrees that the First Priority Representative 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 Party shall be subordinated subject 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 application in turnover pursuant to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative4.1(c).

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, in respect of any Insolvency Proceeding of a Loan Party, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in In any Insolvency ProceedingProceeding of a Loan Party, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral collateral, the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (xw) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and Agreement, (yx) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, (y) payment of the fees and expenses of the Second Priority Representative and the Second Priority Secured Parties, to the extent permitted in the Second Priority Documents (the adequate protection for the Second Priority Secured Parties described in clauses (w), (x), and (y), collectively, the “Second Priority Required Adequate Protection”) and (z) subject to the right of the First Priority Secured Parties to object thereto, the payment of post-petition interest at the pre-default rate (provided, that in the case of this clause (z), that the First Priority Secured Parties have been granted adequate protection in the form of post-petition interest at a rate no lower than the pre-default rate), provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims in excess of $3,000,000 may with the consent of two-thirds in amount of the Second Priority Obligations 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 consisting of additional collateral (with replacement liens on such additional collateral) and superpriority claims in accordance connection with clause (i) above any DIP Financing or use of cash collateral with respect to an Insolvency Proceeding, and such adequate protection is granted in the form of additional collateralcollateral comprising assets of Pulitzer or any of its subsidiaries, then the Second Priority Representative, on behalf of itself or any of the Second Priority Secured Parties, agrees that the First Priority Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with in respect to their interests in the Common Collateral of a Loan Party without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, contesting (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) the payment of interest, fees, expenses expenses, costs, charges 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (includingAgreement, without limitation, Section 5.2(c)(iincluding Sections 5.2(a) and Section 5.3), in any Insolvency or Liquidation Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of that includes additional or replacement collateral (with replacement Liens on such additional or replacement collateral) and superpriority ), cash payments, or claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the other Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) an additional or a replacement Lien on the same additional collateral, cash payment or claim (as applicable), subordinated to the Liens, cash payments or claims (as applicable) securing (1) such DIP Financing on the same terms as the First Priority Liens securing or claims are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), and (2) the First Priority Obligations and such DIP Financing on the same basis as the other Liens, cash payments or claims (as applicable) securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Priority Representative, on behalf of itself and the other 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 or replacement collateral, cash payments or claims, then the Second Priority Representative, on behalf of itself or any of the other Second Priority Secured Parties, agrees that the First Priority Representative shall also be granted a senior Lien on such additional collateral collateral, right to cash payments, or claims (as applicable) as security for the First Priority Obligations and any such DIP Financing and that any Lien Lien, right to cash payment, or claim (as applicable) on such additional collateral securing the Second Priority Obligations shall be subordinated to (A) the Liens on such collateral securing the First Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens Liens, right to cash payment, or claims granted to the First Priority Secured Parties as adequate protection, with such subordination to be protection on the same terms that the other Liens Liens, right to cash payment, or claims securing the Second Priority Obligations are subordinated to such First Priority Obligations under this Agreement and (B) (x) the Liens or claims on such collateral securing such DIP Financing (and all obligations relating thereto), (y) any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties and (z) in the case of any Insolvency or Liquidation Proceeding outside the United States, any administrative or other charges granted in any Insolvency or Liquidation Proceeding that are similar in nature to a “carve-out” and agreed to by the First Priority Representative or the other First Priority Secured Parties, in the case of each of clauses (B) (x), (y) and (z), with such subordination to be on the same terms as the Liens or claims securing the First Priority Obligations are subordinated thereto (and such subordination will not alter in any manner the terms of 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 5.4, and except for adequate protection in the form of access to information or other protection to the extent such access or other protection is also made available to the First Priority Representative on behalf of itself and the other First Priority Secured Parties, none of them shall seek or accept additional adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and Agreement, (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured PartiesParties and (z) subject to the right of the First Priority Secured Parties to object thereto, the payment of post-petition interest at the pre-default rate (provided, in the case of this clause (z), that the First Priority Secured Parties have been granted adequate protection in the form of post-petition interest at a rate no lower than the pre-default rate), provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 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 Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representativeprotection.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees thatand the Junior Priority Representative, prior to on behalf of itself and the First other Junior Priority Obligations Payment DateSecured Parties, each agree that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral collateral, the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, mayor the Junior Priority Representative agrees, on behalf of itself and the other Junior Priority Secured Parties, as adequate protection of their interests in the Common Collateralcase may be, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations (and, in the case of the Junior Priority Liens, subordinated to the Liens securing the Second Priority Obligations) and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement (or, in the case of the Junior Priority Liens, on the same basis as the other Liens securing the Junior Priority Obligations are so subordinated to the First Priority Obligations and the Second Priority Obligations under this Agreement), (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties (and, in the case of the Junior Priority Secured Parties, the claims granted to the Second Priority Secured Parties) and (z) subject to the right of the First Priority Secured Parties to object thereto, the payment of post-petition interest at the pre-default rate (provided, in the case of this clause (z), that the First Priority Secured Parties have been granted post-petition interest, at a rate no lower than the pre-default rate), provided, however, that the Second Priority Representative and the Junior Priority Representative, as applicable, shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured Parties or the Junior Priority Secured Parties, as applicable, 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 and (ii) in the event the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, or the Junior Priority Representative, on behalf of itself and the 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 Second Priority Representative, on behalf of itself or any of the Second Priority Secured Parties, or the Junior Priority Representative, on behalf of itself or any of the Junior Priority Secured Parties, as applicable, agrees that the First Priority Representative 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 or the Junior Priority Obligations, as the case may be, shall be subordinated to the Liens on such collateral securing the First Priority Obligations (and, in the case of the Junior Priority Obligations, the Second Priority Obligations) and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.DIP

Adequate Protection. The Second Priority Lien Representative, on behalf of itself and the other Second Priority Lien Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Lien Representative or the other First Priority Lien Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (b) any objection by the First Priority Lien Representative or any other First Priority Lien Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the First Priority Lien Representative or any other First Priority Lien Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)5.02, in any Insolvency Proceeding, (i) (A) if the First Priority Lien Secured Parties (or any subset thereof) are granted adequate protection consisting in the form of cash payments or additional collateral (with replacement Liens on such additional collateral) and or superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Lien Secured Parties do not object to such adequate protection, or (B) the First Lien Secured Parties are granted adequate protection being provided which includes (I) periodic cash payments for the duration of the Insolvency Proceeding in amounts not less than the amount of the periodic interest payments due at the contract rate applicable immediately prior to themthe commencement of the Insolvency Proceeding and payable no less frequently than the interest payments that were payable to the First Lien Secured Parties immediately prior to the commencement of the Insolvency Proceeding, then (II) Liens on collateral in accordance with Sections 361, 363 and/or 364 of the Bankruptcy Code, (III) claims having priority pursuant to Section 507(b) of the Bankruptcy Code and otherwise senior to all claims or expenses entitled to priority under section 507(a)(1) of the Bankruptcy Code (subject to a reasonable and customary carve out) and (IV) the First Lien Secured Parties shall have otherwise received adequate protection usual and customary for first lien holders in connection with any such a DIP Financing or the use of cash collateral collateral, and (C) any adequate protection granted under the preceding clause (B) or to which the First Lien Secured Parties have consented is not overturned or modified on appeal without the consent of the First Lien Secured Parties or is the subject of a then effective stay or injunction, then the Second Priority Lien Representative, on behalf of itself and any of the Second Priority Lien Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely in the form of (x) as to cash payments, in an amount up to the pre-petition interest on the principal amount of the Second Lien Obligations, (y) as to additional collateral, a replacement Lien on the same such additional collateral, subordinated to the Liens securing the First Priority Lien Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Lien Obligations are so subordinated to the First Priority Lien Obligations under this Agreement and (yz) as to superpriority claims, superpriority claims junior in all respects to the superpriority claims granted to the First Priority Lien Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Priority Lien Representative, on behalf of itself and the Second Priority Lien Secured Parties, seeks or accepts requests adequate protection in accordance with clause (i) above respect of the Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then the Second Priority Lien Representative, on behalf of itself or any of the Second Priority Lien Secured Parties, agrees that the First Priority Lien Representative shall also be granted a senior Lien on such additional collateral as security for the First Priority Lien Obligations and for any such DIP Financing or use of cash collateral and that any Lien on such additional collateral securing the Second Priority Lien Obligations shall be subordinated to the Liens on such collateral securing the First Priority Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and to any other Liens granted to the First Priority Lien Secured Parties as adequate protection, with such subordination to be protection on the same terms that basis as the other Liens securing the Second Priority Lien Obligations are subordinated to such First Priority Lien 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, Party agrees that, prior to the First Priority Obligations Payment Date, none of them that it shall not object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, Parties or (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, Party may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to the First Priority Obligations under this Agreement and Agreement, (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured PartiesParties and (z) subject to the right of the First Priority Secured Parties to object thereto, the payment of post-petition interest at the pre-default rate (provided, in the case of this clause (z), that the First Priority Secured Parties have been granted adequate protection in the form of post-petition interest at a rate no lower than the pre-default rate), provided, however, that the Second Priority Representative Secured Party shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, Party 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, Party agrees that the First Priority Representative 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 Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations 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, Party agrees that except as expressly set forth in this Section none of them it shall not seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The Second Lien Priority RepresentativeRepresentative agrees, on behalf of itself and the other Second Priority Secured Parties, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, object to or contest, or support any other Person in objecting to or contesting, (a) any request by the First Priority Representative or the any other First Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties, (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 in the Common Collateral or (c) 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. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3)5.2, in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting in the form of additional collateral (with replacement Liens on such additional collateral) and superpriority or superiority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to themcollateral, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely in the form of the following, but may not seek or accept adequate protection in any other form: (xA) a replacement Lien on the same such additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority Liens on the Common Collateral Obligations are so subordinated to Liens securing the First Priority Obligations under this Agreement and Agreement, (yB) superpriority superiority claims junior and subordinate in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, and (C) in the event (but only in the event) that the Second First Priority Representative shall have irrevocably agreed, pursuant Secured Parties consent to Section 1129(a)(9) the receipt of the Bankruptcy Code, on behalf of itself and adequate protection payments by the Second Priority Secured Parties, in any stipulation and/or order granting such adequate protectionprotection payments, 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 requests 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 Representative 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 Secured Parties as adequate protection, with such subordination to be protection on the same terms that basis as the other Liens securing the Second Priority Obligations are so subordinated to such the Liens securing the 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 with respect to their interests in the Common Collateral without the prior written consent of the First Priority Representative.

Adequate Protection. The 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, prior to the First Priority Obligations Payment Date, that none of them shall objectobject to, contest, or support any other Person objecting to or contesting, (ai) any request by the First Priority Representative or the any other First Priority Secured Parties Party for adequate protection of its interest with respect to such Common Collateral, including, without limitation, in the Common Collateral form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or any adequate protection provided to the First Priority Representative other amounts or the other First Priority Secured Parties, (bii) any objection by the First Priority Representative or any other First Priority Secured Parties Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in to the First Priority Secured Parties with respect to such Common Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section section 506(b) or 506(c) of the Bankruptcy Code or otherwiseotherwise with respect to such Common Collateral. The Notwithstanding anything contained in this Agreement, (1) in any Insolvency Proceeding, the Second Priority Representative and the other Second Priority Secured 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 retain adequate protection (A) only if the First Priority Secured Parties with respect to such Common Collateral are granted adequate protection that includes replacement liens on additional collateral and superpriority claims and such First Priority Secured Parties do not object to the adequate protection being provided to them and (B) solely in the form of (x) an Adequate Protection Lien on additional collateral, subordinated to the First Priority Liens on such Common Collateral and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral on the same basis as the other Second Priority Liens on such Common Collateral and Third Priority Liens on such Common Collateral, as applicable, are so subordinated to the First Priority Liens on such Common Collateral under this 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 Common Collateral and (2) 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, further agrees that, prior to or the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(c)(ii), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(c)(i) and Section 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateral, and the First Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the Second Priority Secured Parties, may, as adequate protection of their interests in the Common Collateral, seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Second Priority Liens on the Common Collateral are so subordinated to the First Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority 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 and (ii) in the event the Second Third Priority Representative, on behalf of itself and the Second other Third Priority Secured Parties, seeks or accepts adequate protection in accordance with clause as the case may be, (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 consents to the First Priority Representative shall also be granted having a senior Adequate Protection 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 Adequate Protection Liens granted to the Second Priority Obligations Secured Parties and the Third Priority Secured Parties, on any additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any such DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such Common Collateral (and all Obligations obligations relating thereto) and any other Adequate Protection Liens granted to the First Priority Secured Parties as adequate protectionParties, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations Liens are subordinated to such First Priority Obligations 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. The , as applicable, 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 Representative, on behalf of itself and the other Second Secured Parties or Third Priority Secured Parties, agrees that except as expressly set forth in this Section none of them the case may be, shall seek or accept adequate protection with respect be deemed to hold and have held their interests in Adequate Protection Lien on such additional collateral for the Common Collateral without the prior written consent benefit of the First Priority RepresentativeSecured 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, as applicable, 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 applicable, purported to be satisfied by such distributions shall be immediately reinstated in full as though such payment had never occurred.

Adequate Protection. The Second Each Third Priority Representative, on behalf of itself and the other Second Third Priority Secured PartiesParties it represents, agrees that, prior to the First Priority Obligations Payment Date, that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Second Priority Representative or the other First Second Priority Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the First Second Priority Representative or the other First Second Priority Secured Parties, Parties or (b) any objection by the First Second Priority Representative or any other First Second Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (c) the payment of interest, fees, expenses or other amounts to the First Second Priority Representative or any other First Second Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the First Priority Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the First Priority Liens for costs or expenses of preserving or disposing of any Common Collateral. Notwithstanding anything to the contrary set forth contained in this Section and in Section 5.2(c)(ii), 5.2(b) (but subject to all other provisions of this Agreement (Agreement, including, without limitation, Section 5.2(c)(iSections 5.2(a) and Section 5.3), in any Insolvency Proceeding, (i) if the First Second Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement Liens liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral with respect to the Common Collateralcollateral, and the First Second Priority Secured Parties do not object to the adequate protection being provided to them, then in connection with any such DIP Financing or use of cash collateral the Second each Third Priority Representative, on behalf of itself and any of the Second Third Priority Secured PartiesParties it represents, may, as adequate protection of their interests in the Common Collateral, may seek or accept (and the First Priority Representative and the First Priority Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Second Priority Obligations and such DIP Financing on the same basis as the other Second Liens securing the Third Priority Liens on the Common Collateral Obligations are so subordinated to the First Second Priority Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Second Priority Secured Parties, provided, however, that the Second each Third Priority Representative Representatives shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Third Priority Secured PartiesParties it represents, 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 and (ii) in the event the Second either Third Priority Representative, on behalf of itself and the Second Third Priority Secured PartiesParties it represents, 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 each Third Priority Representative, on behalf of itself or any of and the Second other Third Priority Secured PartiesParties it represents, agrees that the First Second Priority Representative shall also be granted a senior Lien on such additional collateral as security for the First Second Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Third Priority Obligations shall be subordinated to the Liens on such collateral securing the First Second Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the First Second Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Third Priority Obligations are subordinated to such First Second Priority Obligations under this Agreement. The Second Each Third Priority Representative, on behalf of itself and the other Second Third Priority Secured Parties, Parties it represents agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral without the prior written consent of the First Second Priority Representative.