Common use of Adequate Protection Clause in Contracts

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any form, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party of a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentence. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral 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 and/or a superpriority administrative claim, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formAdequate Protection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection Adequate Protection, or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection Adequate Protection in the form of a Lien on additional or replacement collateral or superpriority claims 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 and/or (other than in a superpriority administrative claimrole of DIP Financing provider), then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, adequate protection request Adequate Protection in the form of (as applicable) a replacement Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien or superpriority claim is subordinated to the Liens securing and granted as adequate protection for or claims with respect to all Senior Obligations and such DIP Financing (and all obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection Adequate Protection and such adequate protection Adequate Protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Secured Parties as adequate protection Adequate Protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Without limiting the generality of the foregoing, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent that the Senior Secured Parties are not granted such adequate protection Adequate Protection in such formthe form of payments in the amount of current post-petition fees and expenses, any amounts recovered by or distributed to any Junior and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party pursuant to or under its Second Priority Debt Facility, 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 a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted applicable), subject to the Junior right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties shall be subject to Section 4.02Parties.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection protection, or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or superpriority claims 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 and/or (other than in a superpriority administrative claimrole of DIP Financing provider), then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a replacement Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which (A) Lien or superpriority claim is subordinated to the Liens securing and granted as adequate protection for or claims with respect to all Senior Obligations and such DIP Financing (and all obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to all claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party Parties under its Junior Priority Debt Facility, 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 junior superpriority claimsthis Agreement, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the claims of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, 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 the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any form, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection protection, or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or superpriority claims 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 and/or (other than in a superpriority administrative claimrole of DIP Financing provider), then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) of a Lien on such additional or replacement collateral and/or a superpriority administrative claim, which (A) Lien is subordinated to the Liens securing and granted as or providing adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing the Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to all claims of the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing the Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the claims of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, 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 the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties.

Adequate Protection. Each Junior RepresentativeNo Subordinated Party will, for itself and or will direct the Administrative Agent on its behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityto, agrees that none of them shall contest, protest or object to (x) object, contest or support any other Person objecting to or contesting (a) any request by any a Senior Representative Party for “adequate protection” (within the meaning of the Bankruptcy Code or any Senior Secured Parties for adequate protection in any form, similar Bankruptcy Law); or (by) any objection by any a Senior Representative or any Senior Secured Parties Party to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party of claiming a lack of adequate protection. Notwithstanding the foregoing provisions in this Section 10(f), in any Insolvency Proceeding: 1. except as permitted in this Section 10(f), the Subordinated Parties may not seek or request adequate protection or (c) and may not seek relief from the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) automatic stay imposed by section 362 of the Bankruptcy Code (or any similar provision of any Bankruptcy Law) or other Bankruptcy Law or (y) request any form relief based upon a lack of adequate protection except as permitted by the following sentenceprotection; 2. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral Collateral in connection with any DIP Financing or use of cash collateral under motion described in Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claim10(c), then each Junior Representativethe Administrative Agent, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilitythe Subordinated Parties, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimCollateral for the benefit of the Subordinated Parties, which Lien is will be subordinated to the Liens at any time securing and granted as adequate protection for all the Senior Obligations and such any DIP Financing (and all obligations Obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Subordinated Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority Security Agreement; and 3. any claim is junior and subordinated of any Subordinated Party under section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law) will be subordinate in right of payment to the superpriority administrative any claim granted as adequate protection to of the Senior Secured PartiesParties under section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law); provided, that each Junior Priority Debt Representative shall the Subordinated Parties will be deemed to have irrevocably agreed, agreed pursuant to Section section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, in Code (or any stipulation and/or order granting such adequate protection, similar Bankruptcy Law) that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cashform, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting contesting, and shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right to contest, (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection protection, or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, no Junior Priority Representative or Junior Priority Debt Party shall be entitled (and the Junior Priority Representatives and Junior Priority Debt Parties shall be deemed to have irrevocably, absolutely, and unconditionally waived any right) to seek or otherwise be granted any type of adequate protection with respect to its interests in the Collateral; provided, however, that (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or superpriority claims 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 and/or (other than in a superpriority administrative claimrole of DIP Financing provider), then each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimclaim (as applicable), which (A) Lien is subordinated to the Liens securing and granted as or providing adequate protection for for, or claims with respect to, all Senior Obligations and such DIP Financing (and all obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which and/or (B) superpriority claim is junior and subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Priority Debt Parties on the same basis that the other claims of the Junior Priority Debt Parties are subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; providedParties under this Agreement, that and each Junior Priority Representative, on behalf of itself and the Junior Priority Debt Representative Parties, shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimclaim (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral and/or a superpriority claim (as applicable) as security and adequate protection for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as and/or superpriority claim securing or providing adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing securing, and claims with respect to, the Senior Obligations and any such DIP Financing (and all obligations relating theretothereto and any “carve-out”) and any other Liens and superpriority claims granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement so long as (1) each such Junior Priority Representative, on behalf of itself and the Junior Priority Debt Parties, shall have irrevocably agreed pursuant to Section 1129(a)(9) of the Bankruptcy Code, 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 that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and (2) to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Junior Priority Debt Parties shall be subject to Section 4.02, and/or (iii) in the event any Junior Priority Representatives, for themselves and on behalf of the other Junior Priority Debt Parties under their Junior Priority Debt Facilities, are granted adequate protection (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority administrative claim, then such Junior Priority Representatives, for themselves and on behalf of each other Junior Priority Debt Party under their respective Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02). Each Junior Priority Representative, on behalf of itself and each applicable Junior Priority Debt Party, agrees that (a) any adequate protection provided to the Junior Priority Debt Parties may be paid under any plan of reorganization in any combination of cash, indebtedness, equity or other property and (b) the Junior Priority Debt Parties shall not seek adequate protection in the form of payments for current post-petition fees and expenses and/or any other cash payments.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or otherwise or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceLaw. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral superpriority claims 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 and/or a superpriority administrative claimLaw, then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional collateral or replacement collateral and/or a superpriority administrative claim, which (A) Lien is subordinated to the Liens securing and granted as providing adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; providedParties under this Agreement and the Second Lien Priority Representative, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt FacilityFacility agrees that, in any stipulation and/or order granting under Section 1129 of the Bankruptcy Code, such adequate protection, that such junior superpriority claims may claim is not required to be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.02).

Adequate Protection. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any form, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party as adequate protection or otherwise under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or superpriority claims 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 and/or a superpriority administrative claimLaw, then each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimclaim (as applicable), which (A) Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) adequate protection Liens granted to the Senior Secured Parties, on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which and/or (B) superpriority claim is junior and subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Priority Debt Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured PartiesParties under this Agreement; provided, provided that each Junior Priority Debt Representative Party shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, Code 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 junior superpriority claims, and (ii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request are granted adequate protection (in each instance, to the extent such grant is otherwise permissible under the terms and such adequate protection is granted conditions of this Agreement) in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection and security for the Senior Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral securing and granted as adequate protection for with respect to the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Junior Priority Debt Parties shall be subject to Section 4.02), and/or (iii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, are granted adequate protection (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority administrative claim, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then each Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, shall not be prohibited from seeking and accepting 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 the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Priority Debt Parties.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any form, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party of a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of otherwise as adequate protection except as permitted by the following sentenceprotection. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral 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 and/or a superpriority administrative claim, then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, however, that each Junior the Second Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Second Priority Debt Party, a senior Lien on such additional or replacement collateral and/or a superpriority administrative claim as adequate protection for the Senior Obligations and/or a superpriority administrative claimObligations, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is granted as adequate protection for the Second Priority Debt Obligations shall be junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties. Without limiting the generality of the foregoing, and to the extent that the Senior Secured Parties are not granted such adequate protection in such formthe form of payments in the amount of current post-petition fees and expenses, any amounts recovered by or distributed to any Junior and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party pursuant to or under its Second Priority Debt Facility, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments (as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted applicable), subject to the Junior right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties shall be subject to Section 4.02Parties.

Adequate Protection. Each The Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its the Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties for adequate protection in any form, (b) any objection by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties to any motion, relief, action or proceeding based on the Designated Senior Representative’s, any claims by a other Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment (whether or not allowed or allowable in any Insolvency or Liquidation Proceeding) of interest, fees, expenses or expenses, premiums (including make-whole premiums), and/or other amounts of the Designated Senior Representative, any other Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of Party, including, without limitation, as adequate protection except as permitted by the following sentenceor otherwise. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative expense 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 and/or a superpriority administrative claimLaw, then each the Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its the Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative expense claim, which (A) Lien is subordinated to the Liens securing and granted as providing adequate protection for all for, and claims with respect to, the 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 Junior Priority Debt Obligations are so subordinated to the Liens securing and claims with respect to the Senior Obligations under this Agreement and which (B) superpriority administrative expense claim is junior and subordinated to the all superpriority administrative claim granted as adequate protection to expense claims of the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any the Junior RepresentativesRepresentative, for themselves itself and on behalf of the Junior Priority Debt Secured Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of (as applicable) a Lien on additional or replacement collateral and/or a superpriority administrative expense claim, then such the Junior RepresentativesRepresentative, for themselves itself and on behalf of each the Junior Priority Debt Secured Party under their Junior Priority Debt Facilities, agree that each the Senior Representative Representatives shall also be entitled to seek without objection from any Junior Priority Debt Party, granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Priority Debt Obligations and/or superpriority administrative expense claim shall be subordinated to the Liens on such collateral securing and claims with respect to the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens and claims granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing and claims with respect to the Junior Priority Debt Obligations are so subordinated to such Liens securing and claims with respect to Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties for adequate protection in any form, (b) any objection by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties to any motion, relief, action or proceeding based on the Designated Senior Representative’s or any claims by a other Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment (whether or not allowed or allowable in any Insolvency or Liquidation Proceeding) of interest, fees, expenses or expenses, premiums (including make-whole premiums), and/or other amounts of the Designated Senior Representative, any other Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of Party, including, without limitation, as adequate protection except as permitted by the following sentenceor otherwise. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative expense 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 and/or a superpriority administrative claimLaw, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative expense claim, which (A) Lien is subordinated to the Liens securing and granted as providing adequate protection for all for, and claims with respect to, the 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 Junior Priority Debt Obligations are so subordinated to the Liens securing and claims with respect to the Senior Obligations under this Agreement and which (B) superpriority administrative expense claim is junior and subordinated to all superpriority administrative expense claims of the Senior Secured Parties on the same basis as the other claims of the Junior Secured Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself Parties under this Agreement and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Secured Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of (as applicable) a Lien on additional or replacement collateral and/or a superpriority administrative expense claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Secured Party under their Junior Priority Debt Facilities, agree that each the Senior Representative Representatives shall also be entitled to seek without objection from any Junior Priority Debt Party, granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Priority Debt Obligations and/or superpriority administrative expense claim shall be subordinated to the Liens on such collateral securing and claims with respect to the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens and claims granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing and claims with respect to the Junior Priority Debt Obligations are so subordinated to such Liens securing and claims with respect to Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties for adequate protection in any form, (b) any objection by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties to any motion, relief, action or proceeding based on the Designated Senior Representative’s or any claims by a other Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment (whether or not allowed or allowable in any Insolvency or Liqudiation Proceeding) of interest, fees, expenses or expenses, premiums (including make-whole premiums), and/or other amounts of the Designated Senior Representative, any other Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of Party, including, without limitation, as adequate protection except as permitted by the following sentenceor otherwise. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative expense 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 and/or a superpriority administrative claimLaw, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative expense claim, which Lien and/or superpriority administrative expense claim (as applicable) is subordinated to the Liens securing and granted as providing adequate protection for all for, and claims with respect to, the 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 Junior Priority Debt Obligations are so subordinated to the Liens securing and claims with respect to the Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Secured Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of (as applicable) a Lien on additional or replacement collateral and/or a superpriority administrative expense claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Secured Party under their Junior Priority Debt Facilities, agree that each the Senior Representative Representatives shall also be entitled to seek without objection from any Junior Priority Debt Party, granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Priority Debt Obligations and/or superpriority administrative expense claim shall be subordinated to the Liens on such collateral securing and claims with respect to the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens and claims granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing and claims with respect to the Junior Priority Debt Obligations are so subordinated to such Liens securing and claims with respect to Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection protection, or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or superpriority claims 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 and/or (other than in a superpriority administrative claimrole of DIP Financing provider), then each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which (A) Lien or superpriority claim is subordinated to the Liens securing and granted as adequate protection for or claims with respect to all Senior Obligations and such DIP Financing (and all obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to all claims of the Senior Secured Parties on the same basis as the other claims of the Junior Debt Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party Parties under its Junior Priority Debt Facility, 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 junior superpriority claimsthis Agreement, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Junior Representatives, for themselves and on behalf of the Junior Debt Parties under their Junior Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Junior Representatives, for themselves and on behalf of each Junior Debt Party under their Junior Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the claims of the Junior Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Junior Representative, for itself and on behalf of each Junior Debt Party under its Junior Debt Facility, 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 the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Debt Parties.

Adequate Protection. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting and shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right to contest (a) any request by any the Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any the Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a the Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection protection, or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any the Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yC) request any form of adequate protection except as permitted by the following sentencesentence or as agreed by the Senior Representative. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, no Junior Priority Representative or Junior Priority Debt Party shall be entitled (and the Junior Priority Representatives and Junior Priority Debt Parties shall be deemed to have irrevocably, absolutely, and unconditionally waived any right) to seek or otherwise be granted any type of adequate protection with respect to its interests in the Collateral; provided, however, that (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or superpriority claims 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 and/or (other than in a superpriority administrative claimrole of DIP Financing provider), then each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimclaim (as applicable), which (A) Lien is subordinated to the Liens securing and granted as or providing adequate protection for for, or claims with respect to, all Senior Obligations and such DIP Financing (and all obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which and/or (B) superpriority claim is junior and subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Priority Debt Parties on the same basis that the other claims of the Junior Priority Debt Parties are subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; providedParties under this Agreement, that and each Junior Priority Representative, on behalf of itself and the Junior Priority Debt Representative Parties, shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimclaim (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each the Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral and/or a superpriority claim (as applicable) as security and adequate protection for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as and/or superpriority claim securing or providing adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing securing, and claims with respect to, the Senior Obligations and any such DIP Financing (and all obligations relating theretothereto and any “carve-out”) and any other Liens and superpriority claims granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement and (1) each such Junior Priority Representative, on behalf of itself and the Junior Priority Debt Parties, shall have irrevocably agreed pursuant to Section 1129(a)(9) of the Bankruptcy Code, 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 that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and (2) to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Junior Priority Debt Parties shall be subject to Section 4.02, and/or (iii) in the event any Junior Priority Representatives, for themselves and on behalf of the other Junior Priority Debt Parties under their Junior Priority Debt Facilities, are granted adequate protection (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority administrative claim, then such Junior Priority Representatives, for themselves and on behalf of each other Junior Priority Debt Party under their respective Junior Priority Debt Facilities, agree that the Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02). Each Junior Priority Representative, on behalf of itself and each applicable Junior Priority Debt Party, agrees that (a) any adequate protection provided to the Junior Priority Debt Parties may be paid under any plan of reorganization in any combination of cash, indebtedness, equity or other property and (b) the Junior Priority Debt Parties shall not seek adequate protection in the form of payments for current post-petition fees and expenses and/or any other cash payments.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any form, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party of a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of otherwise as adequate protection except as permitted by the following sentenceprotection. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral 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 and/or a superpriority administrative claim, then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing the Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, however, that each Junior the Second Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Second Priority Debt Party, a senior Lien on such additional or replacement collateral and/or a superpriority administrative claim as adequate protection for the Senior Obligations and/or a superpriority administrative claimObligations, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and to any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such the Liens securing the Senior Obligations under this Agreement, and that any superpriority claim is granted as adequate protection for the Second Priority Debt Obligations shall be junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties. Without limiting the generality of the foregoing, and to the extent that the Senior Secured Parties are not granted such adequate protection in such formthe form of payments in the amount of current post-petition fees and expenses, any amounts recovered by or distributed to any Junior and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party pursuant to or under its Second Priority Debt Facility, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments (as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted applicable), subject to the Junior right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties shall be subject to Section 4.02Parties.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any form, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral superpriority claims 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 and/or (other than in a superpriority administrative claimrole of DIP Financing provider), then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional collateral or replacement collateral and/or a superpriority administrative claimclaim (as applicable), (1) which Lien is subordinated to the Liens securing and granted as providing adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement Agreement, and (2) which superpriority claim is junior and subordinated to the superpriority administrative claim claims granted with respect to all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as adequate protection the other claims with respect to the Second Priority Debt Obligations are so subordinated to the claims with respect to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party Obligations under its Junior Priority Debt Facility, 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 junior superpriority claimsthis Agreement, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a Collateral or superpriority administrative claimclaims (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and any such DIP Financing and/or a senior superpriority administrative claimclaim (as applicable), and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Second Priority Debt Obligations or superpriority claim granted to the Second Priority Debt Parties shall be subordinated to (1) the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection in such Insolvency or Liquidation Proceeding or otherwise, and/or (2) superpriority claim granted to the Senior Secured Parties, as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations and claims with respect to the Second Priority Debt Obligations are so subordinated to such Liens securing securing, and claims granted with respect to, the Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/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 and/or a superpriority administrative claimLaw, then each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimclaim (as applicable), which (A) Lien is subordinated to the Liens securing and granted as providing adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Priority Debt Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; providedParties under this Agreement, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or so granted to the Junior Priority Debt Parties shall be subject to Section 4.02 of this Agreement), and (iii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority administrative claim, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.024.02 of this Agreement). Notwithstanding anything herein to the contrary, the Junior Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Junior Priority Debt Parties, in any stipulation or order granting adequate protection of its junior interest in the Shared Collateral, that such junior 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. Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, 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 the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Priority Debt Parties.

Adequate Protection. Each Junior (a) The Note Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityitself and the other Note Secured Parties, agrees that that, prior to the 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 (x) object, contest contest, or support any other Person objecting to or contesting contesting, (ai) any request by any Senior the ABL Representative or any Senior the other ABL Secured Parties for adequate protection of its interest in the Collateral or any form, adequate protection provided to the ABL Representative or the other ABL Secured Parties or (bii) any objection by any Senior the ABL Representative or any Senior other ABL Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party claim of a lack of adequate protection in the Collateral or (ciii) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior to the ABL Representative or any other Senior ABL Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise; provided that any similar provision action described in the foregoing clauses (i) and (ii) does not violate Section 5.2. The Note Representative, on behalf of itself and the other Note Secured Parties, further agrees that, prior to the 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 ABL Liens for costs or expenses of preserving or disposing of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceABL Priority Collateral. Notwithstanding anything contained to the contrary set forth in this Section 6.03 or and in Section 6.015.2(a)(i)(y), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(a)(i)(x) and Section 5.3), in any Insolvency or Liquidation Proceeding, (i) if the Senior ABL Secured Parties (or any subset thereof) are granted adequate protection in the form consisting of a Lien additional collateral that constitutes ABL Priority Collateral (with replacement liens on such additional or replacement collateral collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral, and the 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 under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claim, then each Junior Note Representative, for itself and on behalf of each Junior itself and any of the Note Secured Parties, may, as adequate protection of their interests in the ABL Priority Debt Party under its Junior Priority Debt FacilityCollateral, may seek or request, without objection by any Senior accept (and the ABL Representative and the ABL Secured Party, Parties shall not object to) adequate protection in the form consisting solely of (as applicablex) a replacement Lien on such the same additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien is subordinated to the Liens securing and granted as adequate protection for all Senior the ABL Obligations and such ABL DIP Financing (and all obligations relating thereto) on the same basis as the other Note Liens securing on the Junior ABL Priority Debt Obligations Collateral are so subordinated to the Liens securing Senior ABL Obligations under this Agreement and which (y) superpriority claim is claims junior and subordinated in all respects to the superpriority administrative claim claims granted as adequate protection to the Senior ABL Secured Parties; , provided, however, that each Junior Priority Debt the Note Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilitythe Note 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 junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties for adequate protection in any form, (b) any objection by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties to any motion, relief, action or proceeding based on the Designated Senior Representative’s or any claims by a other Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment (whether or not allowed or allowable in any Insolvency or Liquidation Proceeding) of interest, fees, expenses or expenses, premiums (including make-whole premiums), and/or other amounts of the Designated Senior Representative, any other Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of Party, including, without limitation, as adequate protection except as permitted by the following sentenceor otherwise. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative expense 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 and/or a superpriority administrative claimLaw, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative expense claim, which Lien and/or superpriority administrative expense claim (as applicable) is subordinated to the Liens securing and granted as providing adequate protection for all for, and claims with respect to, the 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 Junior Priority Debt Obligations are so subordinated to the Liens securing and claims with respect to the Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Secured Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of (as applicable) a Lien on additional or replacement collateral and/or a superpriority administrative expense claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Secured Party under their Junior Priority Debt Facilities, agree that each the Senior Representative Representatives shall also be entitled to seek without objection from any Junior Priority Debt Party, granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Priority Debt Obligations and/or superpriority administrative expense claim shall be subordinated to the Liens on such collateral securing and claims with respect to the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens and claims granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing and claims with respect to the Junior Priority Debt Obligations are so subordinated to such Liens securing and claims with respect to Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any the Senior Representative or any Senior Secured Parties for adequate protection in any form, (b) any objection by any the Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party of a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any the Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentence. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral 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 and/or a superpriority administrative claim, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each the Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection in any form or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or superpriority claims in connection with any DIP Financing (other than in its capacity as a DIP Financing provider) or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimLaw, then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or or a superpriority administrative claim, which (A) Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to all claims of the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior respective Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their respective Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.02). Notwithstanding the foregoing, if the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition interest, incurred fees and expenses, or other cash payments, then the Second Priority Representatives and the Second Priority Debt Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition interest, incurred fees and expenses or other cash payments (subject to the right of the Senior Secured Parties to object to the amounts so sought by the Second Priority Debt Parties).

Adequate Protection. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (xa) object, contest or support any other Person objecting to or contesting (ai) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (bii) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (ciii) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or otherwise or (b) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceLaw. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral superpriority claims 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 and/or a superpriority administrative claimLaw, then each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional collateral or replacement collateral and/or a superpriority administrative claim, which (A) Lien is subordinated to the Liens securing and granted as providing adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Priority Debt Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; providedParties under this Agreement and the Junior Lien Priority Representative, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilityFacility agrees that, in any stipulation and/or order granting under Section 1129 of the Bankruptcy Code, such adequate protection, that such junior superpriority claims may claim is not required to be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, and (ii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or so granted to the Junior Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority administrative claim, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02).

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by the Designated Senior Representative, any other Senior Representative Representatives or any other Senior Secured Parties for adequate protection in any form, (b) any objection by the Designated Senior Representative, any other Senior Representative Representatives or any other Senior Secured Parties to any motion, relief, action or proceeding based on the Designated Senior Representative’s or any claims by a other Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of the Designated Senior Representative, any other Senior Representative or any other Senior Secured Party as adequate protection or otherwise under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceLaw. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or superpriority claims 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 and/or (other than in a superpriority administrative claimrole of DIP Financing provider), then each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which (A) Lien or superpriority claim is subordinated to the Liens securing and granted as adequate protection for or claims with respect to all Senior Obligations and such DIP Financing (and all obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to all claims of the Senior Secured Parties on the same basis as the other claims of the Junior Secured Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party Parties under its Junior Priority Debt Facility, 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 junior superpriority claimsthis Agreement, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Secured Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Secured Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Secured Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Secured Parties shall be subject to Section 4.02), and (iii) in the event any Junior Representatives, for themselves and on behalf of the Junior Secured Parties under their Junior Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Junior Representatives, for themselves and on behalf of each Junior Secured Party under their Junior Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the claims of the Junior Secured Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Secured Party pursuant to or as a result of any such superpriority claim so granted to the Junior Secured Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then each Junior Representative, for itself and on behalf of each Junior Secured Party under its Junior Debt Facility, 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 the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Secured Parties.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, (a) Landlord agrees that none of them it shall (x) objectnot object to or contest, contest or support any other Person objecting to or contesting contesting, in each case to the extent that such actions are not inconsistent with this Agreement, (ai) any request by any Senior Representative Tenant Financing Collateral Agent or any Senior Secured Parties other Tenant Financing Claimholder for adequate protection in any form, under Bankruptcy Law; (bii) any objection by any Senior Representative Tenant Financing Collateral Agent or any Senior Secured Parties other Tenant Financing Claimholder to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party claim of a lack of adequate protection or (ciii) the allowance and/or payment of interest, fees, expenses or other amounts of to any Senior Representative Tenant Financing Collateral Agent or any other Senior Secured Party Tenant Financing Claimholder under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or otherwise; provided, in each case, that (ya) request any form of such adequate protection except as permitted by the following sentence. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, does not result in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or Tenant Financing Claimholders receiving any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral 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 and/or a superpriority administrative claim, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claim, which Lien CPLV Lease Collateral that is not subordinated to the Liens on the CPLV Lease Collateral securing and granted as the CPLV Lease Obligations in accordance with the terms of this Agreement, (b) no amounts owed by Tenant with respect to such adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on take priority over any claims under the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated CPLV Lease that may arise prior to the Liens securing Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) any rejection of the Bankruptcy CodeCPLV Lease and (c) Tenant Financing Collateral Agent is a Permitted Leasehold Mortgagee. (b) Each Tenant Financing Representative, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilitythe Tenant Financing Claimholders, agrees that it shall not object to or contest, or support any other Person objecting to or contesting, in any stipulation and/or order granting such adequate protection, each case to the extent that such junior superpriority claims may be paid actions are not inconsistent with this Agreement, (i) any request by Landlord for adequate protection under any plan of reorganization in any combination of cash, debt, equity Bankruptcy Law; or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, and (ii) in any objection by Landlord to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (iii) the event any Junior Representativespayment of interest, for themselves and on behalf fees, expenses or other amounts to Landlord under Section 506(b) or 506(c) of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek Bankruptcy Code or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02otherwise.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior The Second Priority Debt Secured Party under its Junior Priority Debt Facility, agrees that none of them it shall (x) not object, contest contest, or support any other Person objecting to or contesting contesting, (a) any request by any Senior Representative the First Priority Agent or any Senior the other First Priority Secured Parties for adequate protection in or any form, adequate protection provided to the First Priority Agent or the other First Priority Secured Parties or (b) any objection by any Senior Representative the First Priority Agent or any Senior other First Priority Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party claim of a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative to the First Priority Agent or any other Senior First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceotherwise. Notwithstanding anything contained in this Section 6.03 or and in Section 6.015.2(b) (but subject to all other provisions of this Agreement, including, without limitation, Sections 5.2(a) and 5.3), in any Insolvency or Liquidation Proceeding, (i) if the Senior First Priority Secured Parties (or any subset thereof) are granted adequate protection in the form consisting of a Lien additional collateral (with replacement liens on such additional or replacement collateral collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of collateral, and the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimFirst Priority Secured Parties do not object to the adequate protection being provided to them, then each Junior Representative, for itself and on behalf in connection with any such DIP Financing or use of each Junior cash collateral the Second Priority Debt Secured Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, accept adequate protection in the form consisting solely of (as applicablex) a replacement Lien on such the same additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien is subordinated to the Liens securing and granted as adequate protection for all Senior the First Priority Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior First Priority Obligations under this Agreement and which (y) superpriority claim is claims junior and subordinated in all respects to the superpriority administrative claim claims granted as adequate protection to the Senior First Priority Secured Parties; , provided, however, that each Junior the Second Priority Debt Representative Secured Party shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, Code 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 junior superpriority claims, claims and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Priority Debt Facilities, seek Secured Party seeks or request 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 and/or a superpriority administrative claimcollateral, then such Junior Representatives, for themselves and on behalf of each Junior the Second Priority Debt Secured Party under their Junior agrees that the First Priority Debt Facilities, agree that each Senior Representative Agent shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior First Priority Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior First Priority Obligations and any such DIP Financing (and all obligations Obligations relating thereto) and any other Liens granted to the Senior First Priority Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior First Priority Obligations under this Agreement, and . The Second Priority Secured Party agrees that any superpriority claim is junior and subordinated to the superpriority administrative claim granted except as expressly set forth in this Section it shall not seek or accept adequate protection to without the Senior Secured Parties, and to prior written consent of the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior First Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02Agent.

Adequate Protection. Each Junior Representative(i) No Second Lien Claimholder will contest, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityprotest, agrees that none of them shall or object to (xA) object, contest or support any other Person objecting to or contesting (a) any a request by a First Lien Claimholder for “adequate protection” under any Senior Representative Debtor Relief Law, or any Senior Secured Parties for adequate protection in any form, (bB) any an objection by any Senior Representative or any Senior Secured Parties a First Lien Claimholder to any a motion, relief, action action, or proceeding based on any claims by a Senior Representative or Senior Secured Party of First Lien Claimholder claiming a lack of adequate protection. (ii) Notwithstanding the preceding Section 10.15(d)(i), in an Insolvency Proceeding: (A) Except as permitted in this Section 10.15(d), no Second Lien Claimholders may seek or request adequate protection or (c) relief from the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under automatic stay imposed by Section 506(b) or 506(c) 362 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or relief. (yB) request any If a First Lien Claimholder is granted adequate protection in the form of adequate protection except as permitted by the following sentence. Notwithstanding anything contained additional or replacement Collateral in this Section 6.03 or connection with a motion described in Section 6.0110.15(a), in any Insolvency then the Second Lien Claimholders (acting collectively through the Administrative Agent to the extent required by Section 10.03) may seek or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted request adequate protection in the form of a Lien on additional or replacement collateral 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 and/or a superpriority administrative claim, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimCollateral, which Lien is will be subordinated to the Liens securing and granted as adequate protection for all Senior the First Lien Obligations and such any DIP Financing (and all obligations relating theretorelated Obligations) on the same basis as the other Liens securing the Junior Priority Debt Second Lien Obligations are so subordinated to the Liens securing Senior First Lien Obligations under this Agreement Agreement. (C) Any claim by a Second Lien Claimholder under Section 507(b) of the Bankruptcy Code will be subordinate in right of payment to any claim of First Lien Claimholders under Section 507(b) of the Bankruptcy Code and which superpriority claim is junior and subordinated any payment thereof will be deemed to the superpriority administrative claim granted as adequate protection be Proceeds of Collateral, provided that, subject to the Senior Secured Parties; providedSection 10.15(g), that each Junior Priority Debt Representative shall Second Lien Claimholders will be deemed to have irrevocably agreed, agreed pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, in any stipulation and/or order granting such adequate protection, Code that such junior superpriority Section 507(b) claims may be paid under any a plan of reorganization in any combination of cash, debt, equity or other property form having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior The Subordinated Creditor Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityitself and the other Subordinated Creditors, agrees that none of them shall (x) object, contest contest, or support any other Person objecting to or contesting contesting, (a) any request by any the Senior Creditor Representative or any the other Senior Secured Parties Creditors for adequate protection in or any form, adequate protection provided to the Senior Creditor Representative or the other Senior Creditors or (b) any objection by any the Senior Creditor Representative or any other Senior Secured Parties Creditors to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party claim of a lack of adequate protection or (c) the allowance and/or c)the payment of interest, fees, expenses or other amounts of any to the Senior Creditor Representative or any other Senior Secured Party Creditors under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceotherwise. Notwithstanding anything contained in this Section 6.03 or and in Section 6.014.2(b) (but subject to all other provisions of this Agreement, including, without limitation, Sections 4.2(a) and 4.3), in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties Creditors (or any subset thereof) are granted adequate protection in the form consisting of a Lien additional collateral (with replacement liens on such additional or replacement collateral collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of collateral, and the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimSenior Creditors do not object to the adequate protection being provided to them, then each Junior in connection with any such DIP Financing or use of cash collateral the Subordinated Creditor Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityitself and any of the Subordinated Creditors, may seek or request, without objection by any Senior Secured Party, accept adequate protection in the form consisting solely of (as applicablex) a replacement Lien on such the same additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien is subordinated to the Liens securing and granted as adequate protection for all the Senior Obligations Debt and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Subordinated Debt Obligations are so subordinated to the Liens securing Senior Obligations Debt under this Agreement and which (y) superpriority claim is claims junior and subordinated in all respects to the superpriority administrative claim claims granted as adequate protection to the Senior Secured Parties; Creditors, provided, however, that each Junior Priority Debt the Subordinated Creditor Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilitythe Subordinated Creditors, 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 junior superpriority claims, claims and (ii) in the event any Junior Representativesthe Subordinated Creditor Representative, for themselves and on behalf of itself and the Junior Priority Debt Parties under their Junior Priority Debt FacilitiesSubordinated Creditors, seek seeks or request 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 and/or a superpriority administrative claimcollateral, then such Junior Representativesthe Subordinated Creditor Representative, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilitiesitself or any of the Subordinated Creditors, agree agrees that each the Senior Creditor Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, Debt and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Subordinated Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations Debt and any such DIP Financing (and all obligations Obligations (as defined in the Credit Agreement) relating thereto) and any other Liens granted to the Senior Secured Parties Creditors as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Junior Priority Subordinated Debt Obligations are so subordinated to such Liens securing Senior Obligations Debt under this Agreement. The Subordinated Creditor Representative, on behalf of itself and the other Subordinated Creditors, agrees that any superpriority claim is junior and subordinated to the superpriority administrative claim granted except as expressly set forth in this Section none of them shall seek or accept adequate protection to without the prior written consent of the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02Creditor Representative.

Adequate Protection. Each Junior RepresentativeSecond Priority Agent, for itself and on behalf of itself and each Junior applicable Second Priority Debt Party under its Junior Priority Debt FacilitySecured Party, agrees that none of them shall contest (x) object, contest or support any other Person objecting to or contesting contesting) (a) any request by any First Lien Agent or Senior Representative or any Senior Secured Parties Lenders for adequate protection in any formprotection, (b) any objection by any First Lien Agent or Senior Representative or any Senior Secured Parties Lenders to any motion, relief, action or proceeding based on any claims by a such First Lien Agent’s or the Senior Representative or Senior Secured Party of Lenders’ claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative to the First Lien Agent or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceLender. Notwithstanding anything contained in this Section 6.03 or in Section 6.01the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties Lenders (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimLaw, then each Junior RepresentativeSecond Priority Agent, for itself and on behalf of each Junior itself and any applicable Second Priority Debt Party under its Junior Priority Debt FacilitySecured Party, (A) may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicablex) a Lien on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien is subordinated to the Liens securing and granted as providing adequate protection for all the Senior Obligations Lender Claims and such DIP Financing (and all obligations Obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations Claims are so subordinated to the Liens securing secur ing the Senior Obligations Lender Claims under this Agreement Agreement, and which (y) superpriority claim is claims junior and subordinated in all respects to the superpriority administrative claim claims granted as adequate protection to the Senior Secured Parties; providedLenders, and (B) except as provided below in this Section 6.3, agrees that each Junior Priority Debt Representative shall have irrevocably agreedit will not seek or request, pursuant to Section 1129(a)(9) and will not accept, without the express written consent of the Bankruptcy CodeFirst Lien Agent, adequate protection in any other form, and (ii) (A) in the event any Second Priority Agent, on behalf of itself and on behalf of each Junior or any applicable Second Priority Debt Party under its Junior Priority Debt FacilitySecured Party, 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 seeks or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request requests adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior RepresentativesSecond Priority Agent, for themselves and on behalf of itself or each Junior such Second Priority Debt Party under their Junior Priority Debt FacilitiesSecured Party, agree agrees that each Senior Representative the First Lien Agents shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as security and adequate protection for the applicable Senior Obligations and/or a superpriority administrative claim, Lender Claims and any such DIP Financing and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Second Priority Debt Obligations Claims shall be subordinated to the Liens on such collateral securing the Senior Obligations Lender Claims and any such DIP Financing (and all obligations Obligations relating thereto) and any other Liens granted to the Senior Secured Parties Lenders as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations Claims are so subordinated to such Liens securing the Senior Obligations Lender Claims under this Agreement, and (B) in the event any Second Priority Agent, on behalf of itself or any applicable Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of a superpriority claim, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that any the First Lien Agents shall also be granted a superpriority claim, which superpriority claim is junior and subordinated will be senior in all respects to the superpriority administrative claim granted as adequate protection to such Second Priority Agent and the Second Priority Secured Parties. Notwithstanding the foregoing, if the Senior Secured Parties, and Lenders are deemed by a court of competent jurisdiction in any Insolvency or Liquidation Proceeding to the extent the Senior Secured Parties are not granted such be entitled to receive adequate protection in such formthe form of payments in the amount of current post-petition interest, any amounts recovered by incurred fees and expenses or distributed to any Junior other cash payments, then the Second Priority Debt Party pursuant to Agent and the Second Priority Secured Parties shall not be prohibited from seeking or as a result receiving adequate protection in the form of any Lien on such additional payments in the amount of current post-petition interest, incurred fees and expenses or replacement collateral and/or a superpriority administrative claim so granted other cash payments (subject to the Junior Priority Debt Parties shall be subject right of the First Lien Agent and the Senior Lenders to Section 4.02object to the reasonableness of the amounts sought).

Adequate Protection. Each The Junior Lien Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilityLien Secured Party, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any the Senior Lien Representative or any Senior Lien Secured Parties for adequate protection in any formprotection, (b) any objection by any the Senior Lien Representative or any Senior Lien Secured Parties to any motion, relief, action or proceeding based on any claims by a the Senior Representative Lien Representative’s or Senior Lien Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest (including post-petition interest), fees, expenses or other amounts of any or to the Senior Lien Representative or any other Senior Lien Secured Party (or any of their advisors, as applicable) under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01Without limiting the generality of the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral superpriority claims 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 and/or a superpriority administrative claimLaw, then each the Junior Lien Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilityLien Secured Party, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a replacement Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which (A) Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Lien Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Lien Obligations are so subordinated to the Liens securing Senior Lien Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to all superpriority claims of the Senior Lien Secured Parties on the same basis as the other claims of the Junior Lien Secured Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Lien Secured Parties; providedParties under this Agreement, that each (ii) in the event the Junior Priority Debt Representative shall have irrevocably agreedLien Representative, pursuant to Section 1129(a)(9) of the Bankruptcy Code, for itself and on behalf of the Junior Lien Secured Parties, seeks or requests adequate protection in the form of additional or replacement collateral and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then the Junior Lien Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt FacilitiesSecured Party, agree that each the Senior Lien Representative shall also be entitled to seek without objection from any Junior granted a Senior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Lien Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Debt Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lien Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Lien Obligations are so subordinated to such Liens securing Senior Lien Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Lien Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Lien Secured Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Lien Secured Parties shall be subject to Article IV), and (iii) in the event the Senior Lien Representative, for itself and on behalf of the Senior Lien Secured Parties, seeks or requests adequate protection in the form of a superpriority claim (including in the form of payment of principal, interest, post-petition interest, fees, expenses or other amounts) and such adequate protection is granted, then the Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, may also request adequate protection in the form of a superpriority claim (including with respect to the payment of principal, interest, post-petition interest, fees, expenses or other amounts, as applicable), which superpriority claim shall be junior to the superpriority claim of the Senior Lien Secured Parties; provided that any Senior Lien Secured Party may object thereto. No Junior Lien Secured Party shall be entitled to request or receive adequate protection except to the extent expressly set forth in this Section 4.026.03.

Adequate Protection. Each The Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Lien Secured Party under its the Junior Priority Debt FacilityLien Agreement, agrees that none of them shall (xA)a) object, contest or support any other Person objecting to or contesting (ai) any request by any the Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (bii) any objection by any the Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a the Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (ciii) the allowance and/or payment of interest, fees, expenses or other amounts of any the Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yBb) request assert or support any form claim [[againstin respect of adequate protection except as permitted by property securing the following sentenceSenior Priority Representative]]Obligations for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (iiA) [[if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or superpriority claims 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 and/or a superpriority administrative claimLaw, then each then]] the Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Lien Secured Party under its the Junior Priority Debt FacilityLien Agreement, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien replacement lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claim[[or in any other form granted to the Senior Secured Parties]], which (AI) Lien granted to the Junior Priority Representative is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Lien Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (BII) superpriority claim granted to the Junior Priority Representative is junior and subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Lien Secured Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; providedParties under this Agreement, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (iiiiB) in the event any the Junior RepresentativesPriority Representative, for themselves itself and on behalf of the Junior Priority Debt Lien Secured Parties under their the Junior Priority Debt FacilitiesLien Agreement, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such the Junior RepresentativesPriority Representative, for themselves itself and on behalf of each Junior Priority Debt Lien Secured Party under their the Junior Priority Debt FacilitiesLien Agreement, agree that each the Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Debt Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Lien Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Lien Secured Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Lien Secured Parties shall be subject to Section 4.02), and (iiiC) in the event the Junior Priority Representative, for themselves and on behalf of the Junior Lien Secured Parties under the Junior Lien Agreement, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Junior Priority Representative, for itself and on behalf of each Junior Lien Secured Party under the Junior Lien Agreement, agree that the Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Lien Secured Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Lien Secured Party pursuant to or as a result of any such superpriority claim so granted to the Junior Lien Secured Parties shall be subject to Section 4.02).

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any the Designated Senior Representative, the other Senior Representative or any Senior Secured Parties for adequate protection in any form, (b) any objection by any the Designated Senior Representative Representative, the other Senior Representatives or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a the Designated Senior Representative or any Senior Representatives or Senior Secured Party of a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of the Designated Senior Representative, any other Senior Representative or any other Senior Secured Party as adequate protection or otherwise under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of the Bankruptcy Code or any other Bankruptcy Debtor Relief Law or (y) request any form of adequate protection except as permitted by the following sentence. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral 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 the Bankruptcy Code or any other Bankruptcy Debtor Relief Law and/or a superpriority administrative claim, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority administrative claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself Parties and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, granted 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 respect of such plan equal to the allowed amount of such junior superpriority claimsDIP Financing, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of (as applicable) a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a senior superpriority administrative claim, and that any Lien on such additional or replacement collateral securing or granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority administrative claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured PartiesParties and granted in respect of such DIP Financing; provided, and to the extent the Senior Secured Parties are not granted such adequate protection in such formhowever, any amounts recovered by or distributed that with respect to any superpriority administrative claims pursuant to clauses (i) or (ii) hereof, each Junior Representative, for itself and on behalf of each Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the under its Junior Priority Debt Parties shall Facility, hereby waives their rights under Section 1129(a)(9) of the Bankruptcy Code and consents and agrees that such superpriority administrative claims may be subject paid under a plan of reorganization in any form having a value on the effective date of such plan equal to Section 4.02the allowed amount of such claims.

Adequate Protection. Each Junior RepresentativeSecond Priority Agent, for itself and on behalf of itself and each Junior applicable Second Priority Debt Party under its Junior Priority Debt FacilitySecured Party, agrees that none of them shall contest (x) object, contest or support any other Person objecting to or contesting contesting) (a) any request by any First Lien Agent or Senior Representative or any Senior Secured Parties Lenders for adequate protection in any formprotection, (b) any objection by any First Lien Agent or Senior Representative or any Senior Secured Parties Lenders to any motion, relief, action or proceeding based on any claims by a such First Lien Agent’s or the Senior Representative or Senior Secured Party of Lenders’ claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative to the First Lien Agent or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceLender. Notwithstanding anything contained in this Section 6.03 or in Section 6.01the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties Lenders (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimLaw, then each Junior RepresentativeSecond Priority Agent, for itself and on behalf of each Junior itself and any applicable Second Priority Debt Party under its Junior Priority Debt FacilitySecured Party, (A) may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicablex) a replacement Lien on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien is subordinated to the Liens securing and granted as adequate protection for all the Senior Obligations Lender Claims and such DIP Financing (and all obligations Obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations Claims are so subordinated to the Liens securing Senior Obligations Lender Claims under this Agreement Agreement, and which (y) superpriority claim is claims junior and subordinated in all respects to the superpriority administrative claim claims granted as adequate protection to the Senior Secured Parties; providedLenders, and (B) agrees that each Junior Priority Debt Representative shall have irrevocably agreedit will not seek or request, pursuant to Section 1129(a)(9) and will not accept, without the express written consent of the Bankruptcy CodeFirst Lien Agent, adequate protection in any other form, and (ii) (A) in the event any Second Priority Agent, on behalf of itself or any applicable Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral , then such Second Priority Agent, on behalf of itself or each Junior such Second Priority Debt Party under its Junior Secured Party, agrees that the First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Debt Facility, in Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any stipulation and/or order granting such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as 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 protection on the effective date of same basis as the other Liens securing the Second Priority Claims are so subordinated to such plan equal to the allowed amount of such junior superpriority claimsLiens securing Senior Lender Claims under this Agreement, and (iiB) in the event any Junior RepresentativesSecond Priority Agent, for themselves and on behalf of the Junior itself or any applicable Second Priority Debt Parties under their Junior Priority Debt FacilitiesSecured Party, seek seeks or request requests adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior RepresentativesSecond Priority Agent, for themselves and on behalf of itself or each Junior such Second Priority Debt Party under their Junior Priority Debt FacilitiesSecured Party, agree agrees that each Senior Representative the First Lien Agents shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or granted a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any which superpriority claim is junior and subordinated will be senior in all respects to the superpriority administrative claim granted as adequate protection to such Second Priority Agent and the Second Priority Secured Parties. Notwithstanding the foregoing, if the Senior Secured Parties, and Lenders are deemed by a court of competent jurisdiction in any Insolvency or Liquidation Proceeding to the extent the Senior Secured Parties are not granted such be entitled to receive adequate protection in such formthe form of payments in the amount of current post-petition interest, any amounts recovered by incurred fees and expenses or distributed to any Junior other cash payments, then the Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to Agent and the Junior Second Priority Debt Secured Parties shall not be subject to Section 4.02prohibited from seeking or receiving adequate protection in the form of payments in the amount of current post-petition interest, incurred fees and expenses or other cash payments.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Priority Representative or any Senior Priority Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Priority Representative or any Senior Priority Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Priority Representative’s or Senior Priority Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Priority Representative or any other Senior Priority Secured Party under Section 506(b) or 506(c) of Title 11 of the Bankruptcy United States Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceDebtor Relief Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of Title 11 of the Bankruptcy United States Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimDebtor Relief Law, then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a replacement Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien or superpriority claim is subordinated to the Liens securing and granted as 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 Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Priority Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Secured Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Secured Party under their Junior Second Priority Debt Facilities, agree that each Senior Priority Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Priority Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Priority Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection protection, or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provisions, statutory or otherwise, of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision provisions, statutory or otherwise, of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceLaw. Notwithstanding anything contained in this Section 6.03 6.3 or in Section 6.016.1, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or super priority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision provisions, statutory or otherwise, of any other Bankruptcy Law and/or (other than in a superpriority administrative claimrole of DIP Financing provider), then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimsuper priority claim (as applicable), which (A) Lien is subordinated to the Liens securing and granted as or providing adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority (B) super priority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to all claims of the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Second Priority Debt Parties shall be subject to Section 4.024.2), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a super priority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a super priority claim, which super priority claim shall be senior to the claims of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such super priority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.2). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, 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 the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties for adequate protection in any form, (b) any objection by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties to any motion, relief, action or proceeding based on the Designated Senior Representative’s or any claims by a other Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or expenses, premiums (including make-whole premiums), and/or other amounts of the Designated Senior Representative, any other Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of Party, including, without limitation, as adequate protection except as permitted by the following sentenceor otherwise. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative expense 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 and/or a superpriority administrative claimLaw, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative expense claim, which Lien and/or superpriority administrative expense claim (as applicable) is subordinated to the Liens securing and granted as providing adequate protection for all for, and claims with respect to, the 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 Junior Priority Debt Obligations are so subordinated to the Liens securing and claims with respect to the Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Secured Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of (as applicable) a Lien on additional or replacement collateral and/or a superpriority administrative expense claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Secured Party under their Junior Priority Debt Facilities, agree that each the Senior Representative Representatives shall also be entitled to seek without objection from any Junior Priority Debt Party, granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Priority Debt Obligations and/or superpriority administrative expense claim shall be subordinated to the Liens on such collateral securing and claims with respect to the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens and claims granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing and claims with respect to the Junior Priority Debt Obligations are so subordinated to such Liens securing and claims with respect to Senior Obligations under this Agreement. Without limiting the generality of the foregoing, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent that the Senior Secured Parties are not granted such adequate protection in such formthe form of cash payments in the amount of current post-petition interest at the nondefault rate, any amounts recovered by or distributed to any plus fees and expenses, then the Junior Priority Representatives, for themselves and on behalf of the Junior Secured Parties under their Junior Debt Party pursuant to or as a result Facilities, shall not be prohibited from seeking adequate protection in the form of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted payments in the amount of current post-petition incurred fees and expenses, subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Priority Debt Parties shall be subject to Section 4.02Secured Parties.

Adequate Protection. Each Junior RepresentativeNo Subordinated Party will, for itself and or will direct the Administrative Agent on its behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityto, agrees that none of them shall contest, protest or object to (x) object, contest or support any other Person objecting to or contesting (a) any request by any a Senior Representative Party for “adequate protection” (within the meaning of the Bankruptcy Code or any Senior Secured Parties for adequate protection in any form, similar Bankruptcy Law); or (by) any objection by any a Senior Representative or any Senior Secured Parties Party to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party of claiming a lack of adequate protection. Notwithstanding the foregoing provisions in this Section 10(f), in any Insolvency Proceeding: (i) except as permitted in this Section 10(f), the Subordinated Parties may not seek or request adequate protection or (c) and may not seek relief from the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) automatic stay imposed by section 362 of the Bankruptcy Code (or any similar provision of any Bankruptcy Law) or other Bankruptcy Law or (y) request any form relief based upon a lack of adequate protection except as permitted by the following sentence. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, protection; (iii) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral Collateral in connection with any DIP Financing or use of cash collateral under motion described in Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claim10(c), then each Junior Representativethe Administrative Agent, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilitythe Subordinated Parties, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimCollateral for the benefit of the Subordinated Parties, which Lien is will be subordinated to the Liens at any time securing and granted as adequate protection for all the Senior Obligations and such any DIP Financing (and all obligations Obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Subordinated Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority Security Agreement; and (iii) any claim is junior and subordinated of any Subordinated Party under section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law) will be subordinate in right of payment to the superpriority administrative any claim granted as adequate protection to of the Senior Secured PartiesParties under section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law); provided, that each Junior Priority Debt Representative shall the Subordinated Parties will be deemed to have irrevocably agreed, agreed pursuant to Section section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, in Code (or any stipulation and/or order granting such adequate protection, similar Bankruptcy Law) that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cashform, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral superpriority claims 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 and/or a superpriority administrative claimLaw, then each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a replacement Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which (A) Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Priority Debt Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; providedParties under this Agreement, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or so granted to the Junior Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority administrative claim, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02). Notwithstanding the foregoing, the applicable provisions of Section 6.01 and 6.03 shall only be binding on the Junior Priority Debt Parties with respect to any DIP Financing to the extent the aggregate principal amount of such DIP Financing does not exceed, when taken together with (i) to the extent Refinanced in connection with, and included as part of, such DIP Financing, the aggregate principal amount of debt for borrowed money constituting the pre-petition Senior Obligations and (ii) the aggregate amount of pre-petition unused revolving credit commitments under the Senior Debt Documents, the product of the Cap Amount multiplied by 1.10.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any form, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party of a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentence. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral 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 and/or a superpriority administrative claim, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of Title 11 of the Bankruptcy United States Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of Title 11 of the following sentenceUnited States Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral super-priority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of Title 11 of the Bankruptcy United States Code or any similar provision of any other Bankruptcy Law and/or (other than in a superpriority administrative claimrole of DIP Financing provider), then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a replacement Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which (A) Lien or super-priority claim is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to all claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; providedParties under this Agreement, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the claims of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.02).

Adequate Protection. Each The Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilitySecured Party, agrees that none of them shall shall: (xa) object, contest or support any other Person objecting to or contesting (ai) any request by any the Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (bii) any objection by any the Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a the Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (ciii) the allowance and/or payment of interest, fees, expenses or other amounts of any the Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (b) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or Law; or (yc) request adequate protection, or any form other relief in connection with the use of adequate protection cash collateral except as permitted by the following sentenceexpressly provided in this Agreement. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, : (iA) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or superpriority claims 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 and/or a superpriority administrative claimLaw, then each the Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilitySecured Party, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a an additional or replacement Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which which: (1) Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which and (2) superpriority claim is junior and subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Secured Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party Parties under its Junior Priority Debt Facility, 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 junior superpriority claims, and this Agreement, (iiB) in the event any the Junior RepresentativesRepresentative, for themselves itself and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt FacilitiesSecured Parties, seek seeks or request requests adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such the Junior RepresentativesRepresentative, for themselves itself and on behalf of each Junior Priority Debt Party under their Junior Priority Debt FacilitiesSecured Party, agree agrees that each the Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Secured Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Secured Parties shall be subject to Section 4.02), and (C) in the event the Junior Representative, for itself and on behalf of the Junior Secured Parties, seeks or requests adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then the Junior Representative, for itself and on behalf of each Junior Secured Party, agrees that the Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Secured Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Secured Party pursuant to or as a result of any such superpriority claim so granted to the Junior Secured Parties shall be subject to Section 4.02).

Adequate Protection. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its the applicable Junior Priority Debt Facility, agrees that none of them shall (x) objectobject to, contest or support any other Person objecting to or contesting (a) any request by any Senior Priority Representative or any other Senior Priority Secured Parties for adequate protection in any form, (b) any objection by any Senior Priority Representative or any other Senior Priority Secured Parties Party to any motion, relief, action or proceeding based on any claims by a Senior Representative Priority Representative’s or other Senior Priority Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Priority Representative or any other Senior Priority Secured Party under Section 506(b) or Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceapplicable Debtor Relief Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimapplicable Debtor Relief Law, then each other Junior Priority Representative, for itself and on behalf of each other Junior Priority Debt Secured Party under its the applicable Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a replacement Lien on such additional or replacement collateral and/or or a superpriority administrative claim, which Lien is subordinated to the Liens securing and granted as or providing adequate protection for all Senior First Lien Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior the First Lien Obligations under this Agreement and and/or which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, in any stipulation and/or order granting such adequate protection, that such junior all superpriority claims may be paid under granted to any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, Senior Priority Secured Party and (ii) (1) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Secured Parties under their the applicable Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Priority Representatives, for themselves and on behalf of each other Junior Priority Debt Secured Party under their the applicable Junior Priority Debt Facilities, agree that each Senior Priority Representative shall also be entitled to seek without objection from any Junior granted a Senior Priority Debt Party, a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior First Lien Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior First Lien Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior the First Lien Obligations under this Agreement, and (2) in the event any Junior Priority Representatives, for themselves and on behalf of the other Junior Priority Secured Parties under their Junior Priority Debt Documents, seek or request adequate protection and such adequate protection is granted in the form of a superpriority claim, then such Junior Priority Representatives, for themselves and on behalf of each other Junior Priority Secured Party under the applicable Junior Priority Debt Facilities, agree that any each Senior Priority Representative shall also be granted a senior superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection for the First Lien Obligations and any such DIP Financing and that any such superpriority claim providing adequate protection for the Junior Priority Obligations shall be subordinated to all superpriority claims granted to the Senior Priority Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior The Subordinated Creditor Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityitself and the other Subordinated Creditors, agrees that none of them shall (x) object, contest contest, or support any other Person objecting to or contesting contesting, (a) any request by any the Senior Creditor Representative or any the other Senior Secured Parties Creditors for adequate protection in or any form, adequate protection provided to the Senior Creditor Representative or the other Senior Creditors or (b) any objection by any the Senior Creditor Representative or any other Senior Secured Parties Creditors to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party claim of a lack of adequate protection or (( c) the allowance and/or payment of interest, fees, expenses or other amounts of any to the Senior Creditor Representative or any other Senior Secured Party Creditors under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceotherwise. Notwithstanding anything contained in this Section 6.03 or and in Section 6.014.2(b) (but subject to all other provisions of this Agreement, including, without limitation, Sections 4.2(a) and 4.3), in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties Creditors (or any subset thereof) are granted adequate protection in the form consisting of a Lien additional collateral (with replacement liens on such additional or replacement collateral collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of collateral, and the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimSenior Creditors do not object to the adequate protection being provided to them, then each Junior in connection with any such DIP Financing or use of cash collateral the Subordinated Creditor Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityitself and any of the Subordinated Creditors, may seek or request, without objection by any Senior Secured Party, accept adequate protection in the form consisting solely of (as applicablex) a replacement Lien on such the same additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien is subordinated to the Liens securing and granted as adequate protection for all the Senior Obligations Debt and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Subordinated Debt Obligations are so subordinated to the Liens securing Senior Obligations Debt under this Agreement and which (y) superpriority claim is claims junior and subordinated in all respects to the superpriority administrative claim claims granted as adequate protection to the Senior Secured Parties; Creditors, provided, however, that each Junior Priority Debt the Subordinated Creditor Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilitythe Subordinated Creditors, 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 junior superpriority claims, claims and (ii) in the event any Junior Representativesthe Subordinated Creditor Representative, for themselves and on behalf of itself and the Junior Priority Debt Parties under their Junior Priority Debt FacilitiesSubordinated Creditors, seek seeks or request 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 and/or a superpriority administrative claimcollateral, then such Junior Representativesthe Subordinated Creditor Representative, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilitiesitself or any of the Subordinated Creditors, agree agrees that each the Senior Creditor Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, Debt and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Subordinated Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations Debt and any such DIP Financing (and all obligations Obligations (as defined in the Credit Agreement) relating thereto) and any other Liens granted to the Senior Secured Parties Creditors as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Junior Priority Subordinated Debt Obligations are so subordinated to such Liens securing Senior Obligations Debt under this Agreement. The Subordinated Creditor Representative, on behalf of itself and the other Subordinated Creditors, agrees that any superpriority claim is junior and subordinated to the superpriority administrative claim granted except as expressly set forth in this Section none of them shall seek or accept adequate protection to without the prior written consent of the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02Creditor Representative.

Adequate Protection. (a) Each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties for adequate protection in any form, (b) any objection by any the Designated Senior Representative Representative, the other Senior Representatives or any the Senior Secured Parties to any motion, relief, action or proceeding based on the Designated Senior Representative’s or any claims by a other Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or and payment of interest, fees, expenses or other amounts of the Designated Senior Representative, any other Senior Representative or any other Senior Secured Party as adequate protection or otherwise under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law Law. (b) Each Junior Representative, for itself and on behalf of each Junior Secured Party under its Junior Debt Facility, agrees that none of them may seek or (y) request any form of adequate protection in any form, except as permitted by the following sentence. Notwithstanding anything contained set forth in this Section 6.03 or in Section 6.01, in 6.03(b). In any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative expense 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 and/or a superpriority administrative claimLaw, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien is subordinated to the Liens securing and granted as providing adequate protection for all for, and claims with respect to, the Senior Obligations and such DIP Financing (and all obligations relating thereto) ), in the case of any such Lien, on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing the Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Secured Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Secured Party under their Junior Priority Debt Facilities, agree that each the Senior Representative Representatives shall also be entitled to seek without objection from any Junior Priority Debt Party, granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a superpriority administrative claimObligations, and that any Lien on such additional or replacement collateral granted as securing or providing adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing and claims with respect to the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens and claims granted to the Senior Secured Parties as adequate protection protection, in the case of any such Lien, on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. (a) Each Junior RepresentativeAgent, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilityRelated Secured Parties, agrees that none of them shall contest (x) object, contest or support any other Person objecting to or contesting contesting): (ai) any request by any Senior Representative the Agent or any Senior Secured Parties Party of the other Class for adequate protection in with respect to its Senior Liens on any form, Collateral; or (bii) any objection by any Senior Representative the Agent or any Senior Secured Parties Party of the other Class to any motion, relief, action or proceeding based on any claims by a Senior Representative the Agent or Senior such Secured Party of the other Class claiming a lack of adequate protection or with respect to its Senior Liens on any Collateral. (cb) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(cNotwithstanding paragraph (a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentence. Notwithstanding anything contained in this Section 6.03 or in Section 6.01Section, in any Insolvency or Liquidation Proceeding, : (i) if the Agent or any Secured Party of any Class is granted adequate protection in the form of an additional Lien on Collateral of a type that would constitute Senior Priority Collateral of the Agent and Secured Parties of such Class, then (A) the Agent of the other Class, for itself and on behalf of its Related Secured Parties, may seek or any subset thereof) are granted request adequate protection in the form of a Lien on additional or replacement collateral 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 and/or a superpriority administrative claim, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimCollateral, which Lien is subordinated will be junior and subordinate to the Liens securing and granted as adequate protection for all the Senior Obligations and (and, in the case of any such Lien on additional collateral that would constitute ABL Priority Collateral, to any Cash Collateral Usage and/or DIP Financing (and all obligations relating related thereto) permitted by the Revolving Credit Agent) on the same basis as the other Liens on Collateral securing the Junior Priority Debt Obligations are so subordinated junior and subordinate to the Liens on such Collateral securing the Senior Obligations under this Agreement and which superpriority claim is junior and subordinated (B) subject to clause (ii) below, the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; providedAgent of such first Class, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 Secured Parties of such plan equal first Class, agrees that none of them shall contest (or support any other Person contesting) (1) any request by the Agent of such other Class, for itself or on behalf of any Secured Party of such other Class, for adequate protection pursuant to the allowed amount preceding clause (A) or (2) any motion, relief, action or proceeding in support of such junior superpriority claims, and a request for adequate protection pursuant to the preceding clause (A); and (ii) if any Agent or any Secured Party of any Class is granted adequate protection in the event any form of additional collateral of a type that would constitute Junior RepresentativesPriority Collateral of the Agent and Secured Parties of such Class, then the Agent of such Class, for themselves itself and on behalf of Secured Parties of such Class, agrees that the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in Agent of the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative other Class shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claimof such other Class (and, in the case of any additional collateral that would constitute ABL Priority Collateral, for any DIP Financing (and all obligations related thereto) provided by the Revolving Secured Parties) and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Debt Obligations shall be subordinated junior and subordinate to the Liens Lien on such collateral securing the Senior Obligations (and any such DIP Financing (and all obligations relating theretorelated obligations) and to any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens on Collateral securing the Junior Priority Debt Obligations are so subordinated junior and subordinate to the Liens on such Liens Collateral securing the Senior Obligations under this Agreement. (c) Except as expressly set forth in paragraphs (a) and (b) of this Section, and that nothing herein shall limit (i) the rights of the Agent of any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Class, or any of its Related Secured Parties, and to seek adequate protection with respect to its or their rights in the extent the Senior Secured Parties are not granted such Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) or (ii) the right of the Agent of the other Class, or any of its Related Secured Parties, to object to such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02request for adequate protection.

Adequate Protection. Each Junior Second Priority Representative, for itself self and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection protection, or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provisions, statutory or otherwise, of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision provisions, statutory or otherwise, of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceLaw. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision provisions, statutory or otherwise, of any other Bankruptcy Law and/or (other than in a superpriority administrative claimrole of DIP Financing provider), then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which (A) Lien or superpriority claim is subordinated to the Liens securing and granted as adequate protection for or claims with respect to all Senior Obligations and such DIP Financing (and all obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to all claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party Parties under its Junior Priority Debt Facility, 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 junior superpriority claimsthis Agreement, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the claims of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, 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 the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties.

Adequate Protection. Each Junior (a) The Second Priority Representative, for itself and on behalf of each Junior other Second Priority Debt Party under its Junior Priority Debt FacilityParty, agrees that none of them shall shall: (xi) object, contest or support any other Person objecting to or contesting (aA) any request by any the Senior Representative or any other Senior Secured Parties for adequate protection in any formprotection, (bB) any objection by any the Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a the Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (cC) the allowance and/or payment of interest, fees, expenses or other amounts of any the Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, or (ii) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or Law. (yb) request any form of adequate protection except as permitted by the following sentence. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, : (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral superpriority claims in connection with any DIP Financing or use of cash collateral Cash Collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimLaw, then each Junior the Second Priority Representative, for itself and on behalf of each Junior other Second Priority Debt Party under its Junior Priority Debt FacilityParty, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a replacement Lien on such additional collateral or replacement collateral and/or a superpriority administrative claim, which Lien or superpriority claim is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured PartiesAgreement; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and and (ii) in the event any Junior RepresentativesSecond Priority Representative, for themselves itself and on behalf of the Junior other Second Priority Debt Parties under their Junior Priority Debt FacilitiesParties, seek seeks or request requests adequate protection and such adequate protection is granted in the form of a Lien on additional collateral or replacement collateral and/or a superpriority administrative claimclaims (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then such Junior RepresentativesSecond Priority Representative, for themselves itself and on behalf of each Junior other Second Priority Debt Party under their Junior the Second Priority Debt FacilitiesFacility, agree agrees that each the Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted (as applicable) a senior superpriority claim or senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claimPriority Obligations, and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Second Priority Debt Obligations or superpriority claim granted to the Second Priority Debt Parties shall be subordinated to the Liens on such collateral securing the Senior Priority Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties Parties, or the superpriority claim granted to the Senior Secured Parties, as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement. (c) Notwithstanding anything contained in this Section 6.03 or in Section 6.01, and that in any superpriority claim is junior and subordinated Insolvency or Liquidation Proceeding, to the superpriority administrative claim granted as adequate protection to extent that the Senior Secured PartiesParties are granted adequate protection in the form of payments in the amount of current incurred fees and expenses and/or other cash payments, or otherwise with the consent of the Senior Representative, then the Second Priority Representative and the Second Priority Debt Parties may seek adequate protection in the form of payments in the amount of current incurred fees and expenses and/or other cash payments (as applicable). In addition, to the extent the Senior Secured Parties are not awarded or otherwise granted such adequate protection an allowed claim in such formany Insolvency or Liquidation Proceeding with respect to post-petition interest, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to nothing herein shall prevent the Junior Second Priority Debt Parties shall be subject from seeking or otherwise asserting a claim for post-petition interest to Section 4.02the extent of the value of the Lien of the Second Priority Debt Parties on the Collateral (after taking into account the Senior Priority Obligations).

Adequate Protection. Each Junior RepresentativeSecond Priority Agent, for itself and on behalf of itself and each Junior applicable Second Priority Debt Party under its Junior Priority Debt FacilitySecured Party, agrees that none of them shall contest (x) object, contest or support any other Person objecting to or contesting contesting) (a) any request by any First Lien Agent or Senior Representative or any Senior Secured Parties Lenders for adequate protection in any formprotection, (b) any objection by any First Lien Agent or Senior Representative or any Senior Secured Parties Lenders to any motion, relief, action or proceeding based on any claims by a such First Lien Agent’s or the Senior Representative or Senior Secured Party of Lenders’ claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative to the First Lien Agent or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceLender. Notwithstanding anything contained in this Section 6.03 or in Section 6.01the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties Lenders (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimLaw, then each Junior RepresentativeSecond Priority Agent, for itself and on behalf of each Junior itself and any applicable Second Priority Debt Party under its Junior Priority Debt FacilitySecured Party, (A) may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicablex) a replacement Lien on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien is subordinated to the Liens securing and granted as adequate protection for all the Senior Obligations Lender Claims and such DIP Financing (and all obligations Obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations Claims are so subordinated to the Liens securing Senior Obligations Lender Claims under this Agreement Agreement, and which (y) superpriority claim is claims junior and subordinated in all respects to the superpriority administrative claim claims granted as adequate protection to the Senior Secured Parties; providedLenders, and (B) agrees that each Junior Priority Debt Representative shall have irrevocably agreedit will not seek or request, pursuant to Section 1129(a)(9) and will not accept, without the express written consent of the Bankruptcy CodeFirst Lien Agent, adequate protection in any other form, and (ii) (A) in the event any Second Priority Agent, on behalf of itself or any applicable Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agent, on behalf of itself or each Junior such Second Priority Debt Party under its Junior Secured Party, agrees that the First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Debt Facility, in Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any stipulation and/or order granting such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as 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 protection on the effective date of same basis as the other Liens securing the Second Priority Claims are so subordinated to such plan equal to the allowed amount of such junior superpriority claimsLiens securing Senior Lender Claims under this Agreement, and (iiB) in the event any Junior RepresentativesSecond Priority Agent, for themselves and on behalf of the Junior itself or any applicable Second Priority Debt Parties under their Junior Priority Debt FacilitiesSecured Party, seek seeks or request requests adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior RepresentativesSecond Priority Agent, for themselves and on behalf of itself or each Junior such Second Priority Debt Party under their Junior Priority Debt FacilitiesSecured Party, agree agrees that each Senior Representative the First Lien Agents shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or granted a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any which superpriority claim is junior and subordinated will be senior in all respects to the superpriority administrative claim granted as adequate protection to such Second Priority Agent and the Second Priority Secured Parties. Notwithstanding the foregoing, if the Senior Secured Parties, and Lenders are deemed by a court of competent jurisdiction in any Insolvency or Liquidation Proceeding to the extent the Senior Secured Parties are not granted such be entitled to receive adequate protection in such formthe form of payments in the amount of current post-petition interest, any amounts recovered by incurred fees and expenses or distributed to any Junior other cash payments, then the Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to Agent and the Junior Second Priority Debt Secured Parties shall not be subject to Section 4.02prohibited from seeking or receiving adequate protection in the form of payments in the amount of current post-petition interest, incurred fees and expenses or other cash payments.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, Subordinated Lender agrees that none of them it shall (x) not object, contest contest, or support any other Person objecting to or contesting contesting, (a) any request by any Senior Representative Agent or any the other Senior Secured Parties for adequate protection in or any form, adequate protection provided to Agent or the other Senior Secured Parties or (b) any objection by any Senior Representative Agent or any other Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party claim of a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative to Agent or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceotherwise. Notwithstanding anything contained in this Section 6.03 or in Section 6.018, in any Insolvency or Liquidation ProceedingProceeding against any Loan Party under the Bankruptcy Code, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form consisting of a Lien additional collateral (with replacement liens on such additional or replacement collateral collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of collateral, and the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimSenior 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, each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, Subordinated Lender may seek or request, without objection by any Senior Secured Party, accept adequate protection in the form consisting solely of (as applicablex) a Lien replacement lien on such the same additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien is subordinated to the Liens liens securing and granted as adequate protection for all the Senior Obligations Debt and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens liens securing the Junior Priority Subordinated Debt Obligations are so subordinated to the Liens securing Senior Obligations Debt under this Agreement and which (y) superpriority claim is claims junior and subordinated in all respects to the superpriority administrative claim claims granted as adequate protection to the Senior Secured Parties; , provided, however, that each Junior Priority Debt Representative Subordinated Lender shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, Code 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 junior superpriority claims, claims and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek Subordinated Lender seeks or request 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 and/or a superpriority administrative claimcollateral, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree Subordinated Lender agrees that each Senior Representative Agent shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, Debt and any such DIP Financing and that any Lien lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Subordinated Debt Obligations shall be subordinated to the Liens liens on such collateral securing the Senior Obligations Debt and any such DIP Financing (and all obligations relating thereto) and any other Liens liens granted to the Senior Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens liens securing the Junior Priority Subordinated Debt Obligations are so subordinated to such Liens securing Senior Obligations Debt under this Agreement. Each Subordinated Lender agrees that, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted except as expressly set forth in this Section 8, it shall not seek or accept adequate protection to without the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result prior written consent of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02Agent.

Adequate Protection. Each Junior RepresentativeNo Subordinated Party will, for itself and or will direct the Collateral Agent on its behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityto, agrees that none of them shall contest, protest or object to (x) object, contest or support any other Person objecting to or contesting (a) any request by any a Senior Representative Party for “adequate protection” (within the meaning of the Bankruptcy Code or any Senior Secured Parties for adequate protection in any form, similar Bankruptcy Law); or (by) any objection by any a Senior Representative or any Senior Secured Parties Party to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party of claiming a lack of adequate protection. Notwithstanding the foregoing provisions in this Section 10(f), in any Insolvency Proceeding: (i) except as permitted in this Section 10(f), the Subordinated Parties may not seek or request adequate protection or (c) and may not seek relief from the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) automatic stay imposed by section 362 of the Bankruptcy Code (or any similar provision of any Bankruptcy Law) or other Bankruptcy Law or (y) request any form relief based upon a lack of adequate protection except as permitted by the following sentence. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, protection; (iii) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral Collateral in connection with any DIP Financing or use of cash collateral under motion described in Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claim10(c), then each Junior Representativethe Collateral Agent, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilitythe Subordinated Parties, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimCollateral for the benefit of the Subordinated Parties, which Lien is will be subordinated to the Liens at any time securing and granted as adequate protection for all the Senior Obligations and such any DIP Financing (and all obligations Obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Subordinated Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement Amended and which superpriority Restated Security Agreement; and (iii) any claim is junior and subordinated of any Subordinated Party under section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law) will be subordinate in right of payment to the superpriority administrative any claim granted as adequate protection to of the Senior Secured PartiesParties under section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law); provided, that each Junior Priority Debt Representative shall the Subordinated Parties will be deemed to have irrevocably agreed, agreed pursuant to Section section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, in Code (or any stipulation and/or order granting such adequate protection, similar Bankruptcy Law) that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cashform, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (xa) object, contest or support any other Person objecting to or contesting (ai) any request by any the Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (bii) any objection by any the Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a the Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (ciii) the allowance and/or payment of interest, fees, expenses or other amounts of any the Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of Title 11 of the Bankruptcy United States Code or any similar provision of any other Bankruptcy Law or (yb) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of Title 11 of the following sentenceUnited States Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i1) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of Title 11 of the Bankruptcy United States Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimLaw, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a replacement Lien on such additional collateral or replacement collateral and/or a superpriority administrative claim, which Lien or superpriority claim is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii2) in the event any Junior RepresentativesRepresentative, for themselves itself and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional collateral or replacement collateral and/or a superpriority administrative claimclaims (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their the Junior Priority Debt Facilities, agree that each the Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted (as applicable) a senior superpriority claim or senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claimObligations, and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Debt Obligations or superpriority claim granted to the Junior Debt Parties shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties Parties, or the superpriority claim granted to the Senior Secured Parties, as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, and that in any superpriority claim is junior and subordinated Insolvency or Liquidation Proceeding, to the superpriority administrative claim granted as adequate protection to extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current incurred fees and expenses and/or other cash payments, or otherwise with the consent of the Senior Representative, then any Junior Representative and the Junior Debt Parties may seek adequate protection in the form of payments in the amount of current incurred reasonable fees and expenses and/or other cash payments (as applicable), subject to the right of any of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Debt Parties. In addition, and to the extent the Senior Secured Parties are not awarded or otherwise granted such adequate protection an allowed claim in such formany Insolvency or Liquidation Proceeding with respect to post-petition interest, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to nothing herein shall prevent the Junior Second Priority Debt Parties shall be subject from seeking or otherwise asserting a claim for post-petition interest to Section 4.02the extent of the value of the Lien of the Second Priority Debt Parties on the Collateral (after taking into account the Senior Obligations).

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Priority Representative or any Senior Priority Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Priority Representative or any Senior Priority Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Priority Representative’s or Senior Priority Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Priority Representative or any other Senior Priority Secured Party under Section 506(b) or 506(c) of Title 11 of the Bankruptcy United States Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceLaw. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of Title 11 of the Bankruptcy United States Code or any similar provision of any other Bankruptcy Law and/or a superpriority administrative claimLaw, then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a replacement Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which Lien or superpriority claim is subordinated to the Liens securing and granted as 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 Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Priority Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Secured Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Secured Party under their Junior Second Priority Debt Facilities, agree that each Senior Priority Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Priority Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Priority Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any form, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative or Senior Secured Party of a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentence. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral 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 and/or a superpriority administrative claim, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, and to the extent the Senior Secured Parties are not granted such adequate protection in such formhowever, any amounts recovered by or distributed that with respect to any superpriority administrative claims pursuant to clauses (i) or (ii) hereof, each Junior Representative, for itself and on behalf of each Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the under its Junior Priority Debt Parties shall Facility, hereby waives their rights under Section 1129(a)(9) of the Bankruptcy Code and consents and agrees that such superpriority administrative claims may be subject paid under a plan of reorganization in any form having a value on the effective date of such plan equal to Section 4.02the allowed amount of such claims.

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (xA) object, contest or support any other Person objecting to or contesting (a) any request by any the Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any the Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a the Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any the Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yB) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral or superpriority claims 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 and/or a superpriority administrative claimLaw, then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a or superpriority administrative claim, which Lien or superpriority claim is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a or superpriority administrative claimclaims (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each the Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted (as applicable) a senior superpriority claim or senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and/or a superpriority administrative claimObligations, and that any Lien on such additional collateral securing or replacement collateral granted as adequate protection for the Junior Second Priority Debt Obligations or superpriority claim granted to the Second Priority Debt Parties shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties Parties, or the superpriority claim granted to the Senior Secured Parties, as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, if the Senior Representative is receiving payment in cash of incurred post-petition fees and that any superpriority claim is junior expenses or other cash payments, or otherwise with the consent of the Senior Representative, then the Designated Second Priority Representative and subordinated the Second Priority Debt Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current incurred fees and expenses or other cash payments (as applicable), subject to the superpriority administrative claim granted as adequate protection to right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties. In addition, and to the extent the Senior Secured Parties are not awarded or otherwise granted such adequate protection an allowed claim in such formany Insolvency or Liquidation Proceeding with respect to post-petition interest, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to nothing herein shall prevent the Junior Second Priority Debt Parties shall be subject from seeking or otherwise asserting a claim for post-petition interest to Section 4.02the extent of the value of the Lien of the Second Priority Debt Parties on the Shared Collateral (after taking into account the Senior Obligations).

Adequate Protection. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that none of them shall (xa) object, contest or support any other Person objecting to or contesting (ai) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (bii) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (ciii) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (yb) request assert or support any form claim for costs or expenses of adequate protection except as permitted by preserving or disposing of any Collateral under Section 506(c) of the following sentenceBankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 6.01 or in Section 6.016.03, in any Insolvency or Liquidation Proceeding, (iA) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral superpriority claims 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 and/or a superpriority administrative claimLaw, then each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a replacement Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which (1) Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (2) superpriority claim is junior and subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the Liens of the Second Priority Debt Parties are so subordinated to the superpriority administrative claim granted as adequate protection to Liens of the Senior Secured Parties; providedParties under this Agreement, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (iiB) in the event any Junior Second Priority Representatives, for themselves and on behalf of the Junior Second Priority Debt Parties under their Junior Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Second Priority Representatives, for themselves and on behalf of each Junior Second Priority Debt Party under their Junior Second Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this AgreementAgreement (and, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Second Priority Debt Parties shall be subject to Section 4.02.2.04, Section 4.01 and Section 4.02 as if such amounts were Proceeds), and (C) in the event any Second Priority

Adequate Protection. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any Until the Discharge of First Lien Priority Obligations, no Second Lien Secured Party will contest, protest, or object to (1) a request by a First Lien Secured Party for “adequate protection” under any Senior Representative or any Senior Bankruptcy Law, or (2) an objection, based on a First Lien Secured Parties for Party claiming a lack of adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior a First Lien Secured Parties Party to any a motion, relief, action action, or proceeding based on any claims by a Senior Representative proceeding. (b) Notwithstanding the preceding Section 6.04(a), until the Discharge of First Lien Priority Obligations, in an Insolvency or Senior Liquidation Proceeding: (1) Except as permitted in this Section 6.04, no Second Lien Secured Party of a lack of Parties may seek or request adequate protection or (c) relief from the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) automatic stay imposed by section 362 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or relief. (y2) request any If a First Lien Secured Party is granted adequate protection in the form of adequate protection except as permitted by the following sentence. Notwithstanding anything contained additional or replacement Collateral in this Section 6.03 or connection with a motion described in Section 6.01, in any Insolvency then the Second Lien Collateral Agent may seek or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted request adequate protection in the form of a Lien on additional or replacement collateral 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 and/or a superpriority administrative claim, then each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, adequate protection in the form of (as applicable) a Lien on such additional or replacement collateral and/or a superpriority administrative claimCollateral, which Lien is will be subordinated to the Liens securing and granted as adequate protection for all Senior the First Lien Priority Obligations and such any DIP Financing (subject to the DIP Cap), and all obligations relating thereto) related Obligations, on the same basis as the other Liens securing the Junior Priority Debt Second Lien Obligations are so subordinated to the Liens securing Senior First Lien Priority Obligations under this Agreement Agreement. (3) Any claim by a Second Lien Secured Party under section 507(b) of the Bankruptcy Code will be subordinate in right of payment to any claim of First Lien Secured Parties in respect of First Lien Priority Obligations under section 507(b) of the Bankruptcy Code and which superpriority claim is junior and subordinated any payment thereof will be deemed to the superpriority administrative claim granted as adequate protection be Proceeds of Collateral, provided that, subject to the Senior Section 6.06(a), Second Lien Secured Parties; provided, that each Junior Priority Debt Representative shall Parties will be deemed to have irrevocably agreed, agreed pursuant to Section section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, in any stipulation and/or order granting such adequate protection, Code that such junior superpriority section 507(b) claims may be paid under any a plan of reorganization in any combination of cash, debt, equity or other property form having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims. (4) So long as First Lien Administrative Agent is receiving payment in cash of all Post-Petition Interest, Second Lien Collateral Agent may seek and, subject to the terms hereof, retain payments of Post-Petition Interest consisting of interest at the non-default rate under the Second Lien Loan Documents (“Second Lien Adequate Protection Payments”). If a Second Lien Secured Party receives Second Lien Adequate Protection Payments before the Discharge of First Lien Priority Obligations, then upon the effective date of any plan or the conclusion or dismissal of any Insolvency or Liquidation Proceeding, the Second Lien Secured Party will pay over to the First Lien Administrative Agent pursuant to Section 4.01, an amount equal to the lesser of (i) the Second Lien Adequate Protection Payments received by the Second Lien Secured Party and (ii) in the event any Junior Representativesamount necessary to effect the Discharge of First Lien Priority Obligations. Notwithstanding anything herein to the contrary, for themselves and on behalf of the Junior Priority Debt First Lien Secured Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then such Junior Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also will not be entitled deemed to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as adequate protection for the Senior Obligations and/or a superpriority administrative claimhave consented to, and that any expressly retain their rights to object to, the payment of Second Lien on such additional or replacement collateral granted as adequate protection for the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02Adequate Protection Payments.

Adequate Protection. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any formprotection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any claims by a Senior Representative Representative’s or Senior Secured Party of Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentenceLaw. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional collateral or replacement collateral superpriority claims 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 and/or a superpriority administrative claimLaw, then each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, without objection by any Senior Secured Party, request adequate protection in the form of (as applicable) a replacement Lien or superpriority claim on such additional or replacement collateral and/or a superpriority administrative claimcollateral, which (A) Lien is subordinated to the Liens securing and granted as adequate protection for all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and which (B) superpriority claim is junior and subordinated to the all superpriority administrative claim granted as adequate protection to claims of the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, 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 junior superpriority claims, and (ii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claimcollateral, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be entitled to seek without objection from any Junior Priority Debt Party, granted a senior Lien on such additional or replacement collateral as adequate protection security for the Senior Obligations and/or a superpriority administrative claim, and any such DIP Financing and that any Lien on such additional or replacement collateral granted as adequate protection for securing the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, Agreement and that any superpriority claim is junior and subordinated to (iii) in the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to event any Junior Priority Debt Party pursuant to or as a result Representatives, for themselves and on behalf of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be subject senior to Section 4.02the superpriority claim of the Junior Priority Debt Parties.