Common use of Adequate Protection Clause in Contracts

Adequate Protection. The Trustee, on behalf of itself and the other Note Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the Collateral Agent or the Lender Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments (b) any objection by the Collateral Agent or any other Lender Parties to any motion, relief, action or proceeding which objection is based on a claim of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise. In any Insolvency Proceeding, the Trustee and the Note Parties may request, accept or retain adequate protection only in the form of (i) a replacement Lien on additional collateral, subordinated to the Liens thereon (if any) securing the Lender Obligations on the same basis as the other Liens securing the Note Obligations are so subordinated to the Lender Obligations under this Agreement and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateral.

Adequate Protection. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on any claims by a claim Senior Representative or Senior Secured Party of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentence. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee 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 the Note Parties on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, accept or retain without objection by any Senior Secured Party, adequate protection only in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens thereon securing and granted as adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are so subordinated to the Lender 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) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Representatives, for themselves and on behalf of the Trustee Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of a replacement 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 which there is no Lien the Liens on such collateral securing the Lender Senior Obligations and/or 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 the form 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 which is not junior so granted to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim Junior Priority Debt Parties shall be applied in accordance with subject to Section 4.01 as if Proceeds of Common Collateral4.02.

Adequate Protection. The TrusteeNo Subordinated Party will, or will direct the Administrative Agent on its behalf of itself and the other Note Parties, agrees that none of them shall objectto, contest, protest or support any other Person objecting object to or contesting, (ax) any request by a Senior Party for “adequate protection” (within the Collateral Agent meaning of the Bankruptcy Code or the Lender Parties for adequate protection consisting of senior replacement liens and senior superpriority claims any similar Bankruptcy Law); or cash payments (by) any objection by the Collateral Agent or any other Lender Parties a Senior Party to any motion, relief, action or proceeding which objection is based on a claim of Senior Party claiming a lack of such adequate protection (provided that if protection. Notwithstanding the foregoing provisions in this Section 10(f), in any Note Party moves for Insolvency Proceeding: 1. except as permitted in this Section 10(f), the Subordinated Parties may not seek or request adequate protection and any Lender Party objects thereto, this subsection (b) shall may not preclude any Note Party seek relief from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Party under automatic stay imposed by section 506(b) or 506(c) 362 of the Bankruptcy Code (or otherwisesimilar Bankruptcy Law) or other relief based upon a lack of adequate protection; 2. In if the Senior Parties (or any Insolvency Proceeding, the Trustee and the Note Parties may request, accept or retain subset thereof) are granted adequate protection only in the form of (i) additional Collateral in connection with any motion described in Section 10(c), then the Administrative Agent, on behalf of the Subordinated Parties, may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement Collateral for the benefit of the Subordinated Parties, which Lien will be subordinated to the Liens thereon (if any) at any time securing the Lender Senior Obligations and any DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Note Subordinated Obligations are so subordinated to the Lender Senior Obligations under this Agreement and Security Agreement; and 3. any claim of any Subordinated Party under section 507(b) of the Bankruptcy Code (iior similar Bankruptcy Law) superpriority will be subordinate in right of payment to any claim of the Senior Parties under section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law); provided, that the Subordinated Parties will be deemed to have agreed pursuant to section 1129(a)(9) of the Bankruptcy Code (or any similar Bankruptcy Law) that any such junior claims junior may be paid under any plan of reorganization in all respects any form, having a value on the effective date of such plan equal to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application allowed amount of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralclaims.

Adequate Protection. (a) The TrusteeNote Representative, on behalf of itself 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 object, contest, or support any other Person objecting to or contesting, (ai) any request by the Collateral Agent ABL Representative or the Lender other ABL Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims its interest in the Collateral or cash payments any adequate protection provided to the ABL Representative or the other ABL Secured Parties or (bii) any objection by the Collateral Agent ABL Representative or any other Lender ABL Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) in the Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the Collateral Agent ABL Representative or any other Lender ABL Secured Party under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwise; provided that any action described in the foregoing clauses (i) and (ii) does not violate Section 5.2. In 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 ABL Priority Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(a)(i)(y), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(a)(i)(x) and Section 5.3), in any Insolvency Proceeding, if the Trustee ABL Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes ABL Priority Collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral, and the Note ABL Secured Parties may request, accept or retain do not object to the adequate protection only being provided to them, then in connection with any such ABL DIP Financing or use of cash collateral the Note Representative, on behalf of itself and any of the Note Secured Parties, may, as adequate protection of their interests in the form ABL Priority Collateral, seek or accept (and the ABL Representative and the ABL Secured Parties shall not object to) adequate protection consisting solely of (ix) a replacement Lien on the same additional collateral, subordinated to the Liens thereon (if any) securing the Lender ABL Obligations and such ABL DIP Financing on the same basis as the other Note Liens securing on the Note Obligations ABL Priority Collateral are so subordinated to the Lender ABL Obligations under this Agreement and (iiy) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject ABL Secured Parties, provided, however, that the Note Representative shall have irrevocably agreed, pursuant to Section 4.01(a1129(a)(9) of the Bankruptcy Code, on behalf of itself and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Secured Parties, then in any Proceeds 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 realization upon any property having a value on the effective date of such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds plan equal to the allowed amount of Common Collateralsuch claims.

Adequate Protection. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Debt Party under its Junior Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects theretoprotection, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) of the Bankruptcy Code or any similar provision 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 otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of 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 (i) other than in a role of DIP Financing provider), then each Junior Representative, for itself and on behalf of each Junior Debt Party under its Junior Debt Facility, may seek or request adequate protection in the form of a Lien or superpriority claim on such additional or replacement Lien on additional collateral, which (A) Lien or superpriority claim is subordinated to the Liens thereon securing or claims with respect to all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto and any “carve-out”) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (B) superpriority claim is 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 claims of the Senior Secured Parties under this Agreement, and (ii) superpriority claims junior in all respects 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 the form of additional or replacement collateral, 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 a senior Lien on such additional or replacement collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Junior Debt Obligations shall be subordinated to the superpriority claims Liens on such collateral securing the Senior Obligations and any such DIP Financing (if anyand all obligations relating thereto and any “carve-out”) and any other Liens granted to the Lender Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement (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 Lien on such additional or replacement collateral so granted to the Junior Debt Parties shall be subject to Section 4.02), and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Representatives, for themselves and on behalf of the Trustee Junior Debt Parties under their Junior Debt Facilities, seek or any other Note Party receives 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 replacement Lien superpriority claim, then such Junior Representatives, for themselves and on additional collateral as to which there is no Lien securing the Lender Obligations and/or 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied senior to the claims of the Junior Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in accordance with 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 4.01 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 if Proceeds applicable), subject to the right of Common Collateralthe 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. The TrusteeJunior Representative, for itself and on behalf of itself and each Junior Secured Party under the other Note PartiesJunior Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent Designated Senior Representative, the other Senior Representatives or the Lender Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent Designated Senior Representative, the other Senior Representatives or any other Lender the Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Designated Senior Representative’s, any other Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) 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 to of the Collateral Agent Designated Senior Representative, any other Senior Representative or any other Lender Party Senior Secured Party, including, without limitation, as adequate protection or 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 506(b) Section 363 or 506(c) 364 of the Bankruptcy Code or otherwise. In any Insolvency Proceedingsimilar provision of any other Bankruptcy Law, then the Trustee Junior Representative, for itself and on behalf of each Junior Secured Party under the Note Parties Junior Debt Facility, may request, accept seek or retain request adequate protection only in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative expense claim, which (A) Lien is subordinated to the Liens thereon securing and providing adequate protection for, and claims with respect to, the Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing and claims with respect to the Note Junior Obligations are so subordinated to the Lender Liens securing and claims with respect to the Senior Obligations under this Agreement and (B) superpriority administrative expense claim is subordinated to all superpriority administrative expense claims of the Senior Secured Parties, and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee Junior Representative, for itself and on behalf of the Junior Secured Parties under their Junior Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of (as applicable) a replacement Lien on additional or replacement collateral and/or a superpriority administrative expense claim, then the Junior Representative, for itself and on behalf of the Junior Secured Party under their Junior Debt Facilities, agree that the Senior Representatives shall also be granted (as applicable) a senior Lien on such additional or replacement collateral as to which there is no Lien securing security and adequate protection for the Lender Senior Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional or replacement collateral securing or providing adequate protection in for the form of a Junior Obligations and/or superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or administrative expense claim shall be applied in accordance subordinated to the Liens on such collateral securing and claims with Section 4.01 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 if Proceeds of Common Collateraladequate protection on the same basis as the other Liens securing and claims with respect to the Junior Obligations are so subordinated to such Liens securing and claims with respect to Senior Obligations under this Agreement.

Adequate Protection. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Secured Party under its Junior Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent Designated Senior Representative, the other Senior Representatives or the Lender Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent Designated Senior Representative, the other Senior Representatives or any other Lender the Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Designated Senior Representative’s or any other Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) 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 to of the Collateral Agent Designated Senior Representative, any other Senior Representative or any other Lender Party Senior Secured Party, including, without limitation, as adequate protection or 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 506(b) Section 363 or 506(c) 364 of the Bankruptcy Code or otherwise. In any Insolvency Proceedingsimilar provision of any other Bankruptcy Law, the Trustee then each Junior Representative, for itself and the Note Parties on behalf of each Junior Secured Party under its Junior Debt Facility, may request, accept seek or retain request adequate protection only in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative expense claim, which Lien and/or superpriority administrative expense claim (as applicable) is subordinated to the Liens thereon securing and providing adequate protection for, and claims with respect to, the Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing and claims with respect to the Note Junior Obligations are so subordinated to the Lender Liens securing and claims with respect to the Senior Obligations under this Agreement and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Representatives, for themselves and on behalf of the Trustee Junior Secured Parties under their Junior Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of (as applicable) a replacement 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 Secured Party under their Junior Debt Facilities, agree that the Senior Representatives shall also be granted (as applicable) a senior Lien on such additional or replacement collateral as to which there is no Lien securing security and adequate protection for the Lender Senior Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional or replacement collateral securing or providing adequate protection in for the form of a Junior Obligations and/or superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or administrative expense claim shall be applied in accordance subordinated to the Liens on such collateral securing and claims with Section 4.01 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 if Proceeds of Common Collateraladequate protection on the same basis as the other Liens securing and claims with respect to the Junior Obligations are so subordinated to such Liens securing and claims with respect to Senior Obligations under this Agreement.

Adequate Protection. The TrusteeEach Second Priority Representative, for itself and on behalf of itself and the other Note Partieseach Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on any claims by a claim Senior Representative or Senior Secured Party of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other Bankruptcy Law or otherwise as adequate protection. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee 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 Second Priority Representative, for itself and the Note Parties on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request, accept or retain without objection by any Senior Secured Party, adequate protection only in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens thereon securing and granted as adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender 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 the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, for itself and on behalf of each Second Priority Debt Party under its 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 claims, and (ii) 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 the form of a Lien on additional or replacement collateral and/or a superpriority claims administrative 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 entitled to seek without objection from any 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 that any Lien on such additional or replacement collateral granted as adequate protection for the 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 Second Priority Debt Obligations are so subordinated to the Liens securing the Senior Obligations under this Agreement, and that any superpriority claim granted as adequate protection for the Second Priority Debt Obligations shall be junior in all respects and subordinated to the superpriority claims (if any) administrative claim granted as adequate protection to the Lender Senior Secured Parties. Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives are granted adequate protection in the form of a replacement Lien 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 additional collateral as to which there is no Lien securing the Lender Obligations and/or 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 a superpriority claim which is not junior payments in the amount of current post-petition fees and expenses, and/or other cash payments (as applicable), subject to a superpriority claim in favor the right of the Lender Parties, then any Proceeds Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralcash payments so sought by the Second Priority Debt Parties.

Adequate Protection. The TrusteeEach Second Priority Representative, for itself and on behalf of itself and the other Note Partieseach Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) of the Bankruptcy Code or any similar provision 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 otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) a replacement Lien on additional collateralcollateral 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 (other than in a role of DIP Financing provider), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a Lien on such additional collateral or a superpriority claim (as applicable), (1) which Lien is subordinated to the Liens thereon securing and providing adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement Agreement, and (2) which superpriority claim is subordinated to the superpriority claims granted with respect to all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other claims with respect to the Second Priority Debt Obligations are so subordinated to the claims with respect to the Senior Obligations under this Agreement, and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Second Priority Representatives, for themselves and on behalf of the Trustee Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of a replacement Lien on additional or replacement Collateral or superpriority claims (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), 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 (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 claim (as applicable), and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Priority Debt Obligations or superpriority claim granted to which there is no Lien the Second Priority Debt Parties shall be subordinated to (1) the Liens on such collateral securing the Lender Senior Obligations and/or and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection in the form of a such Insolvency or Liquidation Proceeding or otherwise, and/or (2) superpriority claim which is not junior granted to a superpriority claim in favor of the Lender Senior Secured Parties, then any Proceeds of or as adequate protection on the same basis as the other realization upon any Liens securing the Second Priority Debt Obligations and claims with respect to the Second Priority Debt Obligations are so subordinated to such Lien or claim shall be applied in accordance Liens securing, and claims granted with Section 4.01 as if Proceeds of Common Collateralrespect to, the Senior Obligations under this Agreement.

Adequate Protection. The TrusteeEach Junior Priority Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contestingcontesting and shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right to contest (a) any request by the Collateral Agent Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects theretoprotection, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to of the Collateral Agent Senior Representative or any other Lender Senior Secured Party under section 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 otherwiseany similar provision of any other Bankruptcy Law or (C) request any form of adequate protection except as permitted by the following sentence or as agreed by the Senior Representative. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, the Trustee no Junior Priority Representative or Junior Priority Debt Party shall be entitled (and the Note Junior Priority Representatives and Junior Priority Debt Parties may requestshall be deemed to have irrevocably, accept absolutely, and unconditionally waived any right) to seek or retain otherwise be granted any type of adequate protection only 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 (i) a replacement Lien on additional collateralor 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 (other than in a role 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 adequate protection in the form of a Lien on such additional or replacement collateral and/or a superpriority claim (as applicable), which (A) Lien is subordinated to the Liens thereon securing or providing adequate protection for, or claims with respect to, all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto and any “carve-out”) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are subordinated to the Liens securing Senior Obligations under this Agreement and/or (B) superpriority claim is 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 claims of the Senior Secured Parties under this Agreement, and each 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, (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 claim (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 the Senior Representative shall also be 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 any such DIP Financing and that any Lien on such additional or replacement collateral 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, and claims with respect to, the Senior Obligations and any such DIP Financing (and all obligations relating thereto 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 the Lender such Liens securing Senior Obligations under this Agreement and (ii1) 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 junior may be paid under any plan of reorganization in all respects any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the superpriority claims allowed amount of such claims, and (if any2) 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 Lender Junior Priority Debt Parties and shall be subject to Section 4.02, and/or (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Priority Representatives, for themselves and on behalf of the Trustee or any other Note Party receives 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 replacement Lien superpriority claim, then such Junior Priority Representatives, for themselves and on additional collateral as to which there is no Lien securing behalf of each other Junior Priority Debt Party under their respective Junior Priority Debt Facilities, agree that the Lender Obligations and/or Senior Representative shall also be granted adequate protection in the form of a superpriority claim claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance with 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 4.01 as if Proceeds 4.02). Each Junior Priority Representative, on behalf of Common Collateralitself 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. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Secured Party under its Junior Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent Designated Senior Representative, the other Senior Representatives or the Lender Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent Designated Senior Representative, the other Senior Representatives or any other Lender the Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Designated Senior Representative’s or any other Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) 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 to of the Collateral Agent Designated Senior Representative, any other Senior Representative or any other Lender Party Senior Secured Party, including, without limitation, as adequate protection or 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 506(b) Section 363 or 506(c) 364 of the Bankruptcy Code or otherwise. In any Insolvency Proceedingsimilar provision of any other Bankruptcy Law, the Trustee then each Junior Representative, for itself and the Note Parties on behalf of each Junior Secured Party under its Junior Debt Facility, may request, accept seek or retain request adequate protection only in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative expense claim, which Lien and/or superpriority administrative expense claim (as applicable) is subordinated to the Liens thereon securing and providing adequate protection for, and claims with respect to, the Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing and claims with respect to the Note Junior Obligations are so subordinated to the Lender Liens securing and claims with respect to the Senior Obligations under this Agreement and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Representatives, for themselves and on behalf of the Trustee Junior Secured Parties under their Junior Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of (as applicable) a replacement 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 Secured Party under their Junior Debt Facilities, agree that the Senior Representatives shall also be granted (as applicable) a senior Lien on such additional or replacement collateral as to which there is no Lien securing security and adequate protection for the Lender Senior Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional or replacement collateral securing or providing adequate protection in for the form of a Junior Obligations and/or superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or administrative expense claim shall be applied in accordance subordinated to the Liens on such collateral securing and claims with Section 4.01 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 if Proceeds of Common Collateraladequate protection on the same basis as the other Liens securing and claims with respect to the Junior Obligations are so subordinated to such Liens securing and claims with respect to Senior Obligations under this Agreement.

Adequate Protection. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on any claims by a claim Senior Representative or Senior Secured Party of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to of the Collateral Agent Senior Representative or any other Lender Senior Secured Party under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentence. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee 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 the Note Parties on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, accept or retain without objection by any Senior Secured Party, adequate protection only in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens thereon securing and granted as adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are so subordinated to the Lender 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) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Representatives, for themselves and on behalf of the Trustee Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of a replacement 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 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 which there is no Lien the Liens on such collateral securing the Lender Senior Obligations and/or 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 the form 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 which is not junior so granted to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim Junior Priority Debt Parties shall be applied in accordance with subject to Section 4.01 as if Proceeds of Common Collateral4.02.

Adequate Protection. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Secured Party under its Junior Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent Designated Senior Representative, the other Senior Representatives or the Lender Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent Designated Senior Representative, the other Senior Representatives or any other Lender the Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Designated Senior Representative’s or any other Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) 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 to of the Collateral Agent Designated Senior Representative, any other Senior Representative or any other Lender Party Senior Secured Party, including, without limitation, as adequate protection or 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 506(b) Section 363 or 506(c) 364 of the Bankruptcy Code or otherwise. In any Insolvency Proceedingsimilar provision of any other Bankruptcy Law, the Trustee then each Junior Representative, for itself and the Note Parties on behalf of each Junior Secured Party under its Junior Debt Facility, may request, accept seek or retain request adequate protection only in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative expense claim, which (A) Lien is subordinated to the Liens thereon securing and providing adequate protection for, and claims with respect to, the Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing and claims with respect to the Note Junior Obligations are so subordinated to the Lender Liens securing and claims with respect to the Senior Obligations under this Agreement and (B) superpriority administrative expense claim is 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 claims of the Senior Secured Parties under this Agreement and and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Representatives, for themselves and on behalf of the Trustee Junior Secured Parties under their Junior Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of (as applicable) a replacement 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 Secured Party under their Junior Debt Facilities, agree that the Senior Representatives shall also be granted (as applicable) a senior Lien on such additional or replacement collateral as to which there is no Lien securing security and adequate protection for the Lender Senior Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional or replacement collateral securing or providing adequate protection in for the form of a Junior Obligations and/or superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or administrative expense claim shall be applied in accordance subordinated to the Liens on such collateral securing and claims with Section 4.01 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 if Proceeds of Common Collateraladequate protection on the same basis as the other Liens securing and claims with respect to the Junior Obligations are so subordinated to such Liens securing and claims with respect to Senior Obligations under this Agreement.

Adequate Protection. The TrusteeEach Junior Priority Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) of the Bankruptcy Code or any similar provision 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 otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) a replacement Lien on additional collateralor 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, 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 adequate protection in the form of a Lien on such additional or replacement collateral and/or superpriority claim (as applicable), which (A) Lien is subordinated to the Liens thereon securing and providing adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (B) superpriority claim is 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 claims of the Senior Secured Parties under this Agreement, (ii) superpriority claims junior in all respects 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 superpriority claims (if anyextent such grant is otherwise permissible under the terms and conditions of this Agreement) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional or replacement collateral, 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 a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Junior Priority Debt Obligations shall be subordinated to which there is no Lien the Liens on such collateral securing the Lender Senior Obligations and/or 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, 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 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 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance with 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 4.01 4.02 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 if Proceeds applicable), subject to the right of Common Collateralthe 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. The TrusteeEach Junior Priority Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party as adequate protection or otherwise under section Section 506(b) of the Bankruptcy Code or any similar provision 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 otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) 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, 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 adequate protection in the form of a replacement Lien on such additional collateralor replacement collateral and/or a superpriority claim (as applicable), which (A) Lien is subordinated to the Liens thereon (if any) securing all Senior Obligations and all adequate protection Liens granted to the Lender Obligations Senior Secured Parties, on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and and/or (B) superpriority claim is 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 claims of the Senior Secured Parties under this Agreement; provided that each Junior Priority Debt Party 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, (ii) superpriority claims junior in all respects 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 superpriority claims (if anyextent such grant is otherwise permissible under the terms and conditions of this Agreement) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional or replacement collateral, 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 a senior Lien on such additional or replacement collateral as adequate protection and security for the Senior Obligations and that any Lien on such additional or replacement collateral securing and granted as adequate protection with respect to which there is no Lien the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Lender Senior Obligations 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, 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 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance with 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 4.01 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 if Proceeds applicable), subject to the right of Common Collateralthe 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. The TrusteeEach Second Priority Representative, for itself and on behalf of itself and the other Note Partieseach Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on any claims by a claim Senior Representative or Senior Secured Party of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other Bankruptcy Law or otherwise as adequate protection. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee 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 Second Priority Representative, for itself and the Note Parties on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request, accept or retain without objection by any Senior Secured Party, adequate protection only in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens thereon securing and granted as adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender 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 the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, for itself and on behalf of each Second Priority Debt Party under its 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 claims, and (ii) 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 the form of a Lien on additional or replacement collateral and/or a superpriority claims administrative 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 entitled to seek without objection from any 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 that any Lien on such additional or replacement collateral granted as adequate protection for the 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 Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement, and that any superpriority claim granted as adequate protection for the Second Priority Debt Obligations shall be junior in all respects and subordinated to the superpriority claims (if any) administrative claim granted as adequate protection to the Lender Senior Secured Parties. Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives are granted adequate protection in the form of a replacement Lien 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 additional collateral as to which there is no Lien securing the Lender Obligations and/or 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 a superpriority claim which is not junior payments in the amount of current post-petition fees and expenses, and/or other cash payments (as applicable), subject to a superpriority claim in favor the right of the Lender Parties, then any Proceeds Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralcash payments so sought by the Second Priority Debt Parties.

Adequate Protection. The TrusteeEach Second Priority Representative, for itself and on behalf of itself and the other Note Partieseach Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section 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 otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) a replacement Lien on additional collateralcollateral 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, then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a Lien on such additional collateral or a superpriority claim, which (A) Lien is subordinated to the Liens thereon securing and providing adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (B) superpriority claim is 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 claims of the Senior Secured Parties under this Agreement and the Second Lien Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility agrees that, under Section 1129 of the Bankruptcy Code, such superpriority claim is not required to be paid in cash, (ii) superpriority claims junior in all respects 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 superpriority claims (if anyextent such grant is otherwise permissible under the terms and conditions of this Agreement) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional or replacement collateral, 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 a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Priority Debt Obligations shall be subordinated to which there is no Lien the Liens on such collateral securing the Lender Senior Obligations and/or 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 Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement (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 Lien on such additional or replacement collateral so granted to the 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance with 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 4.01 as if Proceeds of Common Collateral4.02).

Adequate Protection. The TrusteeEach Second Priority Representative, for itself and on behalf of itself and the other Note Partieseach Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if in any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) form or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) of the Bankruptcy Code or any similar provision 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 otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of additional or replacement collateral or superpriority claims in connection with any DIP Financing (iother 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, then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement collateral or a superpriority claim, which (A) Lien is subordinated to the Liens thereon securing all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (B) superpriority claim is subordinated to all claims of the Senior Secured Parties, (ii) superpriority claims junior in all respects 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 superpriority claims extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, 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 a senior Lien on such additional or replacement collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (if anyand all obligations relating thereto) and any other Liens granted to the Lender Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement (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 Lien on such additional or replacement collateral so granted to the Second Priority Debt Parties shall be subject to Section 4.02), and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Second Priority Representatives, for themselves and on behalf of the Trustee Second Priority Debt Parties under their respective Second Priority Debt Facilities, seek or any other Note Party receives 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 replacement Lien superpriority claim, then such Second Priority Representatives, for themselves and on additional collateral as to which there is no Lien securing the Lender Obligations and/or 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance with 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 4.01 as 4.02). Notwithstanding the foregoing, if Proceeds the Senior Secured Parties are granted adequate protection in the form of Common Collateralpayments 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. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Secured Party under its Junior Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent Designated Senior Representative, any other Senior Representatives or the Lender any other Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent Designated Senior Representative, any other Senior Representatives or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Designated Senior Representative’s or any other Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to of the Collateral Agent Designated Senior Representative, any other Senior Representative or any other Lender Senior Secured Party as adequate protection or otherwise under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of 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 (i) other than in a role of DIP Financing provider), then each Junior Representative, for itself and on behalf of each Junior Secured Party under its Junior Debt Facility, may seek or request adequate protection in the form of a Lien or superpriority claim on such additional or replacement Lien on additional collateral, which (A) Lien or superpriority claim is subordinated to the Liens thereon securing or claims with respect to all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto and any “carve-out”) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (B) superpriority claim is 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 claims of the Senior Secured Parties under this Agreement, and (ii) superpriority claims junior in all respects 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 the form of additional or replacement collateral, 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 a senior Lien on such additional or replacement collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Junior Obligations shall be subordinated to the superpriority claims Liens on such collateral securing the Senior Obligations and any such DIP Financing (if anyand all obligations relating thereto and any “carve-out”) and any other Liens granted to the Lender Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement (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 Lien on such additional or replacement collateral so granted to the Junior Secured Parties shall be subject to Section 4.02), and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Representatives, for themselves and on behalf of the Trustee Junior Secured Parties under their Junior Debt Facilities, seek or any other Note Party receives 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 replacement Lien superpriority claim, then such Junior Representatives, for themselves and on additional collateral as to which there is no Lien securing the Lender Obligations and/or 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied senior to the claims of the Junior Secured Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in accordance with 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 4.01 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 if Proceeds applicable), subject to the right of Common Collateralthe 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. The TrusteeNo Subordinated Party will, or will direct the Administrative Agent on its behalf of itself and the other Note Parties, agrees that none of them shall objectto, contest, protest or support any other Person objecting object to or contesting, (ax) any request by a Senior Party for “adequate protection” (within the Collateral Agent meaning of the Bankruptcy Code or the Lender Parties for adequate protection consisting of senior replacement liens and senior superpriority claims any similar Bankruptcy Law); or cash payments (by) any objection by the Collateral Agent or any other Lender Parties a Senior Party to any motion, relief, action or proceeding which objection is based on a claim of Senior Party claiming a lack of such adequate protection protection. Notwithstanding the foregoing provisions in this Section 10(f), in any Insolvency Proceeding: (provided that if any Note Party moves for i) except as permitted in this Section 10(f), the Subordinated Parties may not seek or request adequate protection and any Lender Party objects thereto, this subsection (b) shall may not preclude any Note Party seek relief from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Party under automatic stay imposed by section 506(b) or 506(c) 362 of the Bankruptcy Code (or otherwise. In similar Bankruptcy Law) or other relief based upon a lack of adequate protection; (ii) if the Senior Parties (or any Insolvency Proceeding, the Trustee and the Note Parties may request, accept or retain subset thereof) are granted adequate protection only in the form of (i) additional Collateral in connection with any motion described in Section 10(c), then the Administrative Agent, on behalf of the Subordinated Parties, may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement Collateral for the benefit of the Subordinated Parties, which Lien will be subordinated to the Liens thereon (if any) at any time securing the Lender Senior Obligations and any DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Note Subordinated Obligations are so subordinated to the Lender Senior Obligations under this Agreement and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and Security Agreement; and (iii) subject any claim of any Subordinated Party under section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law) will be subordinate in right of payment to Section 4.01(aany claim of the Senior Parties under section 507(b) and of the application Bankruptcy Code (or similar Bankruptcy Law); provided, that the Subordinated Parties will be deemed to have agreed pursuant to section 1129(a)(9) of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee Bankruptcy Code (or any other Note Party receives adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon similar Bankruptcy Law) that any such Lien or claim shall junior claims may be applied paid under any plan of reorganization in accordance with Section 4.01 as if Proceeds any form, having a value on the effective date of Common Collateralsuch plan equal to the allowed amount of such claims.

Adequate Protection. The Trustee, on behalf of itself and the other Note Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any No Second Lien Claimholder will contest, protest, or object to: (i) a request by the Collateral Agent or the Lender Parties a First Lien Claimholder for “adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection” under any Bankruptcy Law, or (bii) any an objection by the Collateral Agent or any other Lender Parties a First Lien Claimholder to any a motion, relief, action action, or proceeding which objection is based on a claim of First Lien Claimholder claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection protection. (b) shall not preclude any Note Party Notwithstanding the preceding section 6.4(a), in an Insolvency Proceeding: (i) Except as permitted below in this section 6.4, no Second Lien Claimholders may seek or request adequate protection or relief from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Party under automatic stay imposed by section 506(b) or 506(c) 362 of the Bankruptcy Code or otherwise. In any Insolvency Proceeding, the Trustee and the Note Parties may request, accept or retain Code. (ii) If a First Lien Claimholder is granted adequate protection only in the form of (i) additional or replacement Collateral, or as an administrative expense claim, in connection with a replacement motion described in section 6.1, “Use of Cash Collateral and DIP Financing,” then Second Lien on additional collateralAgent may seek or request adequate protection in the same form, with any adequate protection Liens being subordinated to the Liens thereon (if any) securing the Lender First Lien Obligations and any DIP Financing (and all related Obligations) on the same basis as the other Liens securing the Note Second Lien Obligations are so subordinated to the Lender Liens securing First Lien Obligations under this Agreement and (ii) superpriority claims any administrative expense claim junior in all respects and subordinate to the superpriority claims (if any) granted administrative expense claim to the Lender Parties and administrative expense claim of the First Lien Claimholders. (iii) 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 any payment thereof will be deemed to be Proceeds of Collateral; provided that, subject to Section 4.01(asection 6.7, “Reorganization Securities,” Second Lien Claimholders will be deemed to have agreed pursuant to section 1129(a)(9) and of the application Bankruptcy Code that such section 507(b) 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. (iv) So long as the First Lien Agents are receiving payment in cash of all such Post-Petition Claims consisting of all interest at the applicable rate under the First Lien Documents, Second Lien Agent may seek and, subject to the terms hereof, retain payments in accordance therewith, Adequate Protection Payments. In of Post-Petition Claims consisting of interest at the event applicable rate under the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateral.Second Lien

Adequate Protection. The TrusteeEach Second Priority Representative, for itself and on behalf of itself and the other Note Partieseach Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) of Title 11 of the United States Code or any similar provision 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 Title 11 of the Bankruptcy United States Code or otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of additional collateral or super-priority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law (i) other than in a role of DIP Financing provider), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien or super-priority claim is subordinated to the Liens thereon securing all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (B) superpriority claim is 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 claims of the Senior Secured Parties under this Agreement, (ii) superpriority claims junior in all respects 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 the form of additional collateral, 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 a senior Lien on such additional collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Debt Obligations shall be subordinated to the superpriority claims Liens on such collateral securing the Senior Obligations and any such DIP Financing (if anyand all obligations relating thereto) and any other Liens granted to the Lender Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement (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 Lien on such additional or replacement collateral so granted to the Second Priority Debt Parties shall be subject to Section 4.02), and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Second Priority Representatives, for themselves and on behalf of the Trustee Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any other Note Party receives 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 replacement Lien superpriority claim, then such Second Priority Representatives, for themselves and on additional collateral as to which there is no Lien securing the Lender Obligations and/or 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance with 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 4.01 as if Proceeds of Common Collateral4.02).

Adequate Protection. The TrusteeEach Second Priority Representative, for itself and on behalf of itself and the other Note Partieseach Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects theretoprotection, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section 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 provisions, statutory or otherwise, of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.3 or in Section 6.1, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) a replacement Lien on additional collateralor 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 provisions, statutory or otherwise, of any other Bankruptcy Law (other than in a role of DIP Financing provider), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a Lien on such additional or replacement collateral and/or a super priority claim (as applicable), which (A) Lien is subordinated to the Liens thereon securing or providing adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto and any “carve-out”) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (B) super priority claim is subordinated to all claims of the Senior Secured Parties, and (ii) superpriority claims junior in all respects 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 the form of a Lien on additional or replacement collateral, 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 a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Priority Debt Obligations shall be subordinated to the superpriority claims Liens on such collateral securing the Senior Obligations and any such DIP Financing (if anyand all obligations relating thereto and any “carve-out”) and any other Liens granted to the Lender Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement (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 Lien on such additional or replacement collateral so granted to the Second Priority Debt Parties shall be subject to Section 4.2), and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Second Priority Representatives, for themselves and on behalf of the Trustee Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any other Note 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 receives under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a replacement Lien on additional collateral 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 which there is no Lien securing the Lender Obligations and/or 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 a superpriority claim which is 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 junior 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 a superpriority claim in favor the right of the Lender Parties, then any Proceeds Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralcash payments so sought by the Second Priority Debt Parties.

Adequate Protection. The TrusteeEach Second Priority Agent, on behalf of itself and the other Note Partieseach applicable Second Priority Secured Party, agrees that none of them shall object, contest, contest (or support any other Person objecting to or contesting, ) (a) any request by the Collateral any First Lien Agent or the Lender Parties Senior Lenders for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral any First Lien Agent or any other Lender Parties Senior Lenders to any motion, relief, action or proceeding which objection is based on a claim of such First Lien Agent’s or the Senior Lenders’ claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral First Lien Agent or any other Lender Party Senior Lender. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral under section 506(b) Section 363 or 506(c) Section 364 of Title 11 of the Bankruptcy United States Code or otherwise. In any Insolvency Proceedingsimilar Bankruptcy Law, the Trustee then each Second Priority Agent, on behalf of itself and the Note Parties any applicable Second Priority Secured Party, (A) may request, accept seek or retain request adequate protection only in the form of (ix) a replacement Lien on such additional collateral, which Lien is subordinated to the Liens thereon (if any) securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Note Obligations Second Priority Claims are so subordinated to the Liens securing Senior Lender Obligations Claims under this Agreement Agreement, and (iiy) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties Senior Lenders, and (iiiB) subject agrees that it will not seek or request, and will not accept, without the express written consent of the First 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 such Second Priority 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 Claims shall be subordinated to Section 4.01(athe Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the application of all Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such payments Liens securing Senior Lender Claims under this Agreement, and (B) in accordance therewith, Adequate Protection Payments. In the event the Trustee any Second Priority Agent, on behalf of itself or any other Note Party receives 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 the First Lien Agents shall also be granted a superpriority claim, which superpriority claim will be senior in all respects to the superpriority claim granted to such Second Priority Agent and the Second Priority Secured Parties. Notwithstanding the foregoing, if the Senior Lenders are deemed by a court of competent jurisdiction in any Insolvency or Liquidation Proceeding to be entitled to receive adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing payments in the Lender Obligations and/or amount of current post-petition interest, incurred fees and expenses or other cash payments, then the Second Priority Agent and the Second Priority Secured Parties shall not be prohibited from seeking or receiving adequate protection in the form of a superpriority claim which is not junior to a superpriority claim payments in favor the amount of the Lender Partiescurrent post-petition interest, then any Proceeds of incurred fees and expenses or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralcash payments.

Adequate Protection. The Trustee, on behalf of itself and the other Note Parties, Each Subordinated Lender agrees that none of them it shall not object, contest, or support any other Person objecting to or contesting, (a) any request by the Collateral Agent or the Lender other Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments any adequate protection provided to Agent or the other Senior Secured Parties or (b) any objection by the Collateral Agent or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Senior Secured Party under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. In Notwithstanding anything contained in this Section 8, in any Insolvency ProceedingProceeding against any Loan Party under the Bankruptcy Code, the Trustee and the Note Parties may request, accept or retain adequate protection only in the form of (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral, and the Senior 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 Subordinated Lender may seek or accept adequate protection consisting solely of (x) a replacement Lien lien on the same additional collateral, subordinated to the Liens thereon (if any) liens securing the Lender Obligations Senior Debt and such DIP Financing on the same basis as the other Liens liens securing the Note Obligations Subordinated Debt are so subordinated to the Lender Obligations Senior Debt under this Agreement and (iiy) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Senior Secured Parties, provided, however, that each Subordinated Lender 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 (iiiii) subject to Section 4.01(a) and in the application of all such payments event any Subordinated Lender seeks or accepts adequate protection in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives with clause (i) above and such adequate protection is granted in the form of additional collateral, then each Subordinated Lender agrees that Agent shall also be granted a replacement Lien senior lien on such additional collateral as to which there is no Lien security for the Senior Debt and any such DIP Financing and that any lien on such additional collateral securing the Subordinated Debt shall be subordinated to the liens on such collateral securing the Senior Debt and any such DIP Financing (and all obligations relating thereto) and any other liens granted to the Senior Secured Parties as adequate protection, with such subordination to be on the same terms that the other liens securing the Subordinated Debt are subordinated to such Senior Debt under this Agreement. Each Subordinated Lender Obligations and/or agrees that, except as expressly set forth in this Section 8, it shall not seek or accept adequate protection in without the form prior written consent of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common CollateralAgent.

Adequate Protection. The TrusteeNo Subordinated Party will, or will direct the Collateral Agent on its behalf of itself and the other Note Parties, agrees that none of them shall objectto, contest, protest or support any other Person objecting object to or contesting, (ax) any request by a Senior Party for “adequate protection” (within the Collateral Agent meaning of the Bankruptcy Code or the Lender Parties for adequate protection consisting of senior replacement liens and senior superpriority claims any similar Bankruptcy Law); or cash payments (by) any objection by the Collateral Agent or any other Lender Parties a Senior Party to any motion, relief, action or proceeding which objection is based on a claim of Senior Party claiming a lack of such adequate protection protection. Notwithstanding the foregoing provisions in this Section 10(f), in any Insolvency Proceeding: (provided that if any Note Party moves for i) except as permitted in this Section 10(f), the Subordinated Parties may not seek or request adequate protection and any Lender Party objects thereto, this subsection (b) shall may not preclude any Note Party seek relief from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Party under automatic stay imposed by section 506(b) or 506(c) 362 of the Bankruptcy Code (or otherwise. In similar Bankruptcy Law) or other relief based upon a lack of adequate protection; (ii) if the Senior Parties (or any Insolvency Proceeding, the Trustee and the Note Parties may request, accept or retain subset thereof) are granted adequate protection only in the form of (i) additional Collateral in connection with any motion described in Section 10(c), then the Collateral Agent, on behalf of the Subordinated Parties, may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement Collateral for the benefit of the Subordinated Parties, which Lien will be subordinated to the Liens thereon (if any) at any time securing the Lender Senior Obligations and any DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Note Subordinated Obligations are so subordinated to the Lender Senior Obligations under this Agreement Amended and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and Restated Security Agreement; and (iii) subject any claim of any Subordinated Party under section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law) will be subordinate in right of payment to Section 4.01(aany claim of the Senior Parties under section 507(b) and of the application Bankruptcy Code (or similar Bankruptcy Law); provided, that the Subordinated Parties will be deemed to have agreed pursuant to section 1129(a)(9) of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee Bankruptcy Code (or any other Note Party receives adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon similar Bankruptcy Law) that any such Lien or claim shall junior claims may be applied paid under any plan of reorganization in accordance with Section 4.01 as if Proceeds any form, having a value on the effective date of Common Collateralsuch plan equal to the allowed amount of such claims.

Adequate Protection. The TrusteeEach Second Priority Agent, on behalf of itself and the other Note Partieseach applicable Second Priority Secured Party, agrees that none of them shall object, contest, contest (or support any other Person objecting to or contesting, ) (a) any request by the Collateral any First Lien Agent or the Lender Parties Senior Lenders for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral any First Lien Agent or any other Lender Parties Senior Lenders to any motion, relief, action or proceeding which objection is based on a claim of such First Lien Agent’s or the Senior Lenders’ claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral First Lien Agent or any other Lender Party Senior Lender. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior 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 506(b) Section 363 or 506(c) Section 364 of the Bankruptcy Code or otherwise. In any Insolvency Proceedingsimilar Bankruptcy Law, the Trustee then each Second Priority Agent, on behalf of itself and the Note Parties any applicable Second Priority Secured Party, (A) may request, accept seek or retain request adequate protection only in the form of (ix) a replacement Lien on such additional or replacement collateral, which Lien is subordinated to the Liens thereon securing and providing adequate protection for the Senior Lender Claims and such DIP Financing (if anyand all Obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Obligations Second Priority Claims are so subordinated to the Liens secur ing the Senior Lender Obligations Claims under this Agreement Agreement, and (iiy) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties Senior Lenders, and (iiiB) subject except as provided below in this Section 6.3, agrees that it will not seek or request, and will not accept, without the express written consent of the First 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 a Lien on additional or replacement collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured Party, agrees that the First Lien Agents shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Priority Claims shall be subordinated to Section 4.01(athe Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the application of all Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such payments Liens securing the Senior Lender Claims under this Agreement, and (B) in accordance therewith, Adequate Protection Payments. In the event the Trustee any Second Priority Agent, on behalf of itself or any other Note Party receives 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 the First Lien Agents shall also be granted a superpriority claim, which superpriority claim will be senior in all respects to the superpriority claim granted to such Second Priority Agent and the Second Priority Secured Parties. Notwithstanding the foregoing, if the Senior Lenders are deemed by a court of competent jurisdiction in any Insolvency or Liquidation Proceeding to be entitled to receive adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing payments in the Lender Obligations and/or amount of current post-petition interest, incurred fees and expenses or other cash payments, then the Second Priority Agent and the Second Priority Secured Parties shall not be prohibited from seeking or receiving adequate protection in the form of a superpriority claim which is not junior payments in the amount of current post-petition interest, incurred fees and expenses or other cash payments (subject to a superpriority claim in favor the right of the Lender Parties, then any Proceeds First Lien Agent and the Senior Lenders to object to the reasonableness of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralthe amounts sought).

Adequate Protection. The TrusteeSubordinated Creditor Representative, on behalf of itself and the other Note PartiesSubordinated Creditors, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the Collateral Agent Senior Creditor Representative or the Lender Parties other Senior Creditors for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments any adequate protection provided to the Senior Creditor Representative or the other Senior Creditors or (b) any objection by the Collateral Agent Senior Creditor Representative or any other Lender Parties Senior Creditors to any motion, relief, action or proceeding which objection is based on a claim of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (( c) the payment of interest, fees, expenses or other amounts to the Collateral Agent Senior Creditor Representative or any other Lender Party Senior Creditors under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. In Notwithstanding anything contained in this Section and in Section 4.2(b) (but subject to all other provisions of this Agreement, including, without limitation, Sections 4.2(a) and 4.3), in any Insolvency Proceeding, (i) if the Trustee Senior Creditors (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral, and the Note Parties may request, accept or retain Senior Creditors do not object to the adequate protection only being provided to them, then in connection with any such DIP Financing or use of cash collateral the form Subordinated Creditor Representative, on behalf of itself and any of the Subordinated Creditors, may seek or accept adequate protection consisting solely of (ix) a replacement Lien on the same additional collateral, subordinated to the Liens thereon (if any) securing the Lender Obligations Senior Debt and such DIP Financing on the same basis as the other Liens securing the Note Subordinated Debt Obligations are so subordinated to the Lender Obligations Senior Debt under this Agreement and (iiy) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties Senior Creditors, provided, however, that the Subordinated Creditor Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the 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 claims and (iiiii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee Subordinated Creditor Representative, on behalf of itself and the Subordinated Creditors, seeks or any other Note Party receives accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then the Subordinated Creditor Representative, on behalf of itself or any of the Subordinated Creditors, agrees that the Senior Creditor Representative shall also be granted a replacement senior Lien on such additional collateral as to which there is no security for the Senior Debt and any such DIP Financing and that any Lien on such additional collateral securing the Lender Subordinated Debt Obligations and/or shall be subordinated to the Liens on such collateral securing the Senior Debt and any such DIP Financing (and all Obligations (as defined in the Credit Agreement) relating thereto) and any other Liens granted to the Senior Creditors as adequate protection, with such subordination to be on the same terms that the other Liens securing the Subordinated Debt Obligations are subordinated to such Senior Debt under this Agreement. The Subordinated Creditor Representative, on behalf of itself and the other Subordinated Creditors, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection in without the form of a superpriority claim which is not junior to a superpriority claim in favor prior written consent of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common CollateralSenior Creditor Representative.

Adequate Protection. The Trustee(a) Each Term Representative, for itself and on behalf of itself and the other Note Partieseach Term Secured Party under its Term Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (ai) any request by the Collateral ABL Agent or the Lender ABL Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims with respect to the ABL Liens or cash payments the ABL Priority Collateral, (bii) any objection by the Collateral ABL Agent or any other Lender the ABL Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the ABL Agent or any ABL Secured Party claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding with respect to such objection) the ABL Liens or the ABL Priority Collateral or (ciii) the payment of prepetition interest, fees, expenses or other amounts costs to the Collateral ABL Agent or any other Lender ABL Secured Party under section Section 506(b) of the Bankruptcy Code or any similar provision of any other Debtor Relief Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any ABL Priority Collateral under Section 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other Debtor Relief Law. In Notwithstanding anything contained in this Section 6.03(a) but subject to the provisions of Section 6.01 hereof, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note ABL Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only with respect to the ABL Liens or the ABL Priority Collateral in the form of (i) a replacement Lien on additional collateral, subordinated to collateral or super-priority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Liens thereon (if any) securing the Lender Obligations on the same basis as the other Liens securing the Note Obligations are so subordinated to the Lender Obligations under this Agreement and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee Bankruptcy Code or any similar provision of any other Note Debtor Relief Law or otherwise, then each Term Representative, for itself and on behalf of each Term Secured Party receives under its Term Debt Facility, may seek or request adequate protection in the form of a replacement Lien or super-priority claim on such additional collateral, which Lien or super-priority claim is subordinated to the Liens securing the ABL Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on ABL Priority Collateral securing the Term Obligations are so subordinated to the Liens on such Collateral securing the ABL Obligations under this Agreement, (ii) in the event any Term Representative, for itself and on behalf of the Term Secured Parties under its Term Debt Facilities, seeks or requests adequate protection and such adequate protection is granted in the form of additional or replacement collateral constituting ABL Priority Collateral, then such Term Representative, for itself and on behalf of each Term Secured Party under its Term Debt Facilities, agrees that the ABL Agent shall be entitled to a senior priority Lien on such additional or replacement collateral as to which there is no security for the ABL Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Lender Term Obligations and/or shall be subordinated to the Liens on such collateral securing the ABL Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the ABL Secured Parties as adequate protection on the same basis as the other Liens on the ABL Priority Collateral securing the Term Obligations are so subordinated to the Liens on such Collateral securing the ABL Obligations under this Agreement and (iii) in the event any Term Representative, for itself and on behalf of the Term Secured Parties under its Term Debt Facilities, seeks or requests adequate protection and such adequate protection is granted in the form of a super-priority claim in respect of ABL Priority Collateral, then such Term Representative, for itself and on behalf of each Term Secured Party under its Term Debt Facilities, agrees that the ABL Agent shall be granted adequate protection in the form of a superpriority claim which is not junior to a superpriority super-priority claim in favor respect of the Lender PartiesABL Priority Collateral, then any Proceeds of or other realization upon any such Lien or which super-priority claim shall be applied senior to the super-priority claim of such Term Representative and the Term Secured Parties. (b) The ABL Agent, for itself and on behalf of the ABL Secured Parties, agrees that none of them shall (A) object, contest or support any other Person objecting to or contesting (i) any request by the Designated Term Representative or the Term Secured Parties for adequate protection with respect to the Term Liens or the Term Priority Collateral, (ii) any objection by the Designated Term Representative or the Term Secured Parties to any motion, relief, action or proceeding based on the Designated Term Representative or any Term Secured Party claiming a lack of adequate protection with respect to the Term Liens or the Term Priority Collateral or (iii) the payment of prepetition interest, fees, expenses or costs to the Designated Term Representative or any Term Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Debtor Relief Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Term Priority Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Debtor Relief Law. Notwithstanding anything contained in accordance this Section 6.03(b) but subject to the provisions of Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Term Secured Parties (or any subset thereof) are granted adequate protection with respect to the Term Liens or the Term Priority Collateral in the form of additional collateral or super-priority claims in connection with any DIP Financing or use of cash collateral under Section 4.01 363 or 364 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law or otherwise, then the ABL Agent, for itself and on behalf of the ABL Secured Parties, may seek or request adequate protection in the form of a replacement Lien or super-priority claim on such additional collateral, which Lien or super-priority claim is subordinated to the Liens securing the Term Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as if Proceeds the other Liens on Term Priority Collateral securing the ABL Obligations are so subordinated to the Liens on such Collateral securing the Term Obligations under this Agreement, (ii) in the event the ABL Agent, for itself and on behalf of Common the ABL Secured Parties, seeks or requests adequate protection and such adequate protection is granted in the form of additional or replacement collateral constituting Term Priority Collateral, then the ABL Agent, for itself and on behalf of the ABL Secured Parties, agrees that the Term Representatives shall be entitled to a senior priority Lien on such additional or replacement collateral as security for the Term Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the ABL Obligations shall be subordinated to the Liens on such collateral securing the Term Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Term Secured Parties as adequate protection on the same basis as the other Liens on the Term Priority Collateral securing the ABL Obligations are so subordinated to the Liens on such Collateral securing the Term Obligations under this Agreement and (iii) in the event the ABL Agent, for itself and on behalf of the ABL Secured Parties, seeks or requests adequate protection and such adequate protection is granted in the form of a super-priority claim in respect of Term Priority Collateral, then the ABL Agent, for itself and on behalf of the ABL Secured Parties, agrees that the Term Representatives shall be granted adequate protection in the form of a super-priority claim in respect of Term Priority Collateral, which super-priority claim shall be senior to the super-priority claim of the ABL Secured Parties.

Adequate Protection. The TrusteeEach Junior Priority Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) of the Bankruptcy Code or any similar provision 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 otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) additional 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, 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 adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens thereon securing all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (B) superpriority claim is 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 claims of the Senior Secured Parties under this Agreement, (ii) superpriority claims junior in all respects 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 superpriority claims extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, 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 a senior Lien on such additional or replacement collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Junior Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (if anyand all obligations relating thereto) and any other Liens granted to the Lender 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, 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 (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Priority Representatives, for themselves and on behalf of the Trustee Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or any other Note Party receives 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 replacement Lien superpriority claim, then such Junior Priority Representatives, for themselves and on additional collateral as to which there is no Lien securing the Lender Obligations and/or 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance 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 Section 4.01 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 if Proceeds part of, such DIP Financing, the aggregate principal amount of Common Collateraldebt 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. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on any claims by a claim Senior Representative or Senior Secured Party of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentence. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee 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 the Note Parties on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, accept or retain without objection by any Senior Secured Party, adequate protection only in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens thereon securing and granted as adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are so subordinated to the Lender 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) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Representatives, for themselves and on behalf of the Trustee Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of a replacement 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 which there is no Lien the Liens on such collateral securing the Lender Senior Obligations and/or and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection in on the form of a 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 which is not junior and subordinated to a the superpriority administrative claim in favor of granted as adequate protection to the Lender Senior Secured Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateral.

Adequate Protection. The Trustee(a) Each Agent, for itself and on behalf of itself and the other Note its Related Secured Parties, agrees that none of them shall object, contest, contest (or support any other Person objecting to or contesting, ): (ai) any request by the Collateral Agent or any Secured Party of the Lender Parties other Class for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments with respect to its Senior Liens on any Collateral; or (bii) any objection by the Collateral Agent or any Secured Party of the other Lender Parties Class to any motion, relief, action or proceeding which objection is based on a claim the Agent or such Secured Party of the other Class claiming a lack of such adequate protection (provided that if with respect to its Senior Liens on any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection Collateral. (b) shall not preclude Notwithstanding paragraph (a) of this Section, in any Note Party from responding to such objectionInsolvency or Liquidation Proceeding: (i) or (c) if the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise. In any Insolvency Proceeding, the Trustee and the Note Parties may request, accept or retain Class is granted adequate protection only 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 (iA) the Agent of the other Class, for itself and on behalf of its Related Secured Parties, may seek or request adequate protection in the form of a replacement Lien on such Collateral, which Lien will be junior and subordinate to the Liens securing the Senior Obligations (and, in the case of any such Lien on additional collateralcollateral that would constitute ABL Priority Collateral, subordinated to any Cash Collateral Usage and/or DIP Financing (and all obligations related thereto) permitted by the Liens thereon (if anyRevolving Credit Agent) securing the Lender Obligations on the same basis as the other Liens on Collateral securing the Note Junior Obligations are so subordinated junior and subordinate to the Lender Liens on such Collateral securing the Senior Obligations under this Agreement and (B) subject to clause (ii) superpriority claims junior in all respects below, the Agent of such first Class, for itself and on behalf of Secured Parties of such 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 superpriority claims preceding clause (A) or (2) any motion, relief, action or proceeding in support of a request for adequate protection pursuant to the preceding clause (A); and (ii) if anyany Agent or any Secured Party of any Class is granted adequate protection in the form of additional collateral of a type that would constitute Junior Priority Collateral of the Agent and Secured Parties of such Class, then the Agent of such Class, for itself and on behalf of Secured Parties of such Class, agrees that the Agent of the other Class shall also be granted a Lien on such additional collateral as security for the Obligations of 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 collateral securing the Junior Obligations shall be junior and subordinate to the Lien on such collateral securing the Senior Obligations (and any such DIP Financing and related obligations) and to any other Liens granted to the Lender Senior Secured Parties as adequate protection on the same basis as the other Liens on Collateral securing the Junior Obligations are so junior and subordinate to the Liens on such Collateral securing the Senior Obligations under this Agreement. (c) Except as expressly set forth in paragraphs (a) and (iiib) subject to Section 4.01(aof this Section, nothing herein shall limit (i) and the application rights of all such payments in accordance therewiththe Agent of any Class, Adequate Protection Payments. In the event the Trustee or any other Note Party receives of its Related Secured Parties, to seek adequate protection with respect to its or their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing cash payment, periodic cash payments or otherwise) or (ii) the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor right of the Lender Agent of the other Class, or any of its Related Secured Parties, then any Proceeds of or other realization upon any to object to such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralrequest for adequate protection.

Adequate Protection. The TrusteeEach Second Priority Representative, for self and on behalf of itself and the other Note Partieseach Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects theretoprotection, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section 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 provisions, statutory or otherwise, of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of 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 provisions, statutory or otherwise, of any other Bankruptcy Law (i) other than in a role of DIP Financing provider), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a Lien or superpriority claim on such additional or replacement Lien on additional collateral, which (A) Lien or superpriority claim is subordinated to the Liens thereon securing or claims with respect to all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto and any “carve-out”) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (B) superpriority claim is 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 claims of the Senior Secured Parties under this Agreement, and (ii) superpriority claims junior in all respects 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 the form of additional or replacement collateral, 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 a senior Lien on such additional or replacement collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second Priority Debt Obligations shall be subordinated to the superpriority claims Liens on such collateral securing the Senior Obligations and any such DIP Financing (if anyand all obligations relating thereto and any “carve-out”) and any other Liens granted to the Lender Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement (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 Lien on such additional or replacement collateral so granted to the Second Priority Debt Parties shall be subject to Section 4.02), and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Second Priority Representatives, for themselves and on behalf of the Trustee Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any other Note Party receives 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 replacement Lien superpriority claim, then such Second Priority Representatives, for themselves and on additional collateral as to which there is no Lien securing the Lender Obligations and/or 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance with 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 4.01 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 if Proceeds applicable), subject to the right of Common Collateralthe 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. The TrusteeEach Junior Priority Representative, for itself and on behalf of itself and each Junior Priority Secured Party under the other Note Partiesapplicable Junior Priority Debt Facility, agrees that none of them shall objectobject to, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Priority Representative or the Lender any other Senior Priority Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent any Senior Priority Representative or any other Lender Parties Senior Priority Secured Party to any motion, relief, action or proceeding which objection is based on a claim of any Senior Priority Representative’s or other Senior Priority Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Priority Representative or any other Lender Senior Priority Secured Party under section Section 506(b) or Section 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other applicable Debtor Relief Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Priority Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only 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 applicable Debtor Relief Law, then each other Junior Priority Representative, for itself and on behalf of each other Junior Priority Secured Party under the applicable Junior Priority Debt Facility, may seek or request adequate protection in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral or a superpriority claim, which Lien is subordinated to the Liens thereon securing or providing adequate protection for all First Lien Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Obligations are so subordinated to the Lender Liens securing the First Lien Obligations under this Agreement and/or which superpriority claim is subordinated to all superpriority claims granted to any Senior Priority Secured Party and (ii) superpriority claims junior (1) in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Priority Representatives, for themselves and on behalf of the Trustee Junior Priority Secured Parties under the applicable Junior Priority Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of a replacement Lien on additional or replacement collateral, then such Junior Priority Representatives, for themselves and on behalf of each other Junior Priority Secured Party under the applicable Junior Priority Debt Facilities, agree that each Senior Priority Representative shall also be granted a Senior Priority Lien on such additional or replacement collateral as security and adequate protection for the First Lien Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Junior Priority Obligations shall be subordinated to which there is no Lien the Liens on such collateral securing the Lender First Lien Obligations and/or and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Junior Priority Obligations are so subordinated to such Liens securing 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 which is not junior to claim, then such Junior Priority Representatives, for themselves and on behalf of each other Junior Priority Secured Party under the applicable Junior Priority Debt Facilities, agree that each Senior Priority Representative shall also be granted a senior superpriority claim in favor of as adequate protection for the Lender Parties, then any Proceeds of or other realization upon First Lien Obligations and any such Lien or DIP Financing and that any such superpriority claim providing adequate protection for the Junior Priority Obligations shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralsubordinated to all superpriority claims granted to the Senior Priority Secured Parties.

Adequate Protection. The Trustee, on behalf of itself and the other Note Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any No Second Lien Claimholder will contest, protest, or object to: (i) a request by the Collateral Agent or the Lender Parties a First Lien Claimholder for “adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection” under any Bankruptcy Law, or (bii) any an objection by the Collateral Agent or any other Lender Parties a First Lien Claimholder to any a motion, relief, action action, or proceeding which objection is based on a claim of First Lien Claimholder claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection protection. (b) shall not preclude any Note Party Notwithstanding the preceding section 6.4(a), in an Insolvency Proceeding: (i) Except as permitted below in this section 6.4, no Second Lien Claimholders may seek or request adequate protection or relief from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Party under automatic stay imposed by section 506(b) or 506(c) 362 of the Bankruptcy Code or otherwise. In any Insolvency Proceeding, the Trustee and the Note Parties may request, accept or retain Code. (ii) If a First Lien Claimholder is granted adequate protection only in the form of (i) additional or replacement Collateral, or as an administrative expense claim, in connection with a replacement motion described in section 6.1, “Use of Cash Collateral and DIP Financing,” then Second Lien on additional collateralAgent may seek or request adequate protection in the same form, with any adequate protection Liens being subordinated to the Liens thereon (if any) securing the Lender First Lien Obligations and any DIP Financing (and all related Obligations) on the same basis as the other Liens securing the Note Second Lien Obligations are so subordinated to the Lender Liens securing First Lien Obligations under this Agreement and any administrative expense claim junior and subordinate to the administrative expense claim to the administrative expense claim of the First Lien Claimholders. (iii) 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 any payment thereof will be deemed to be Proceeds of Collateral; provided that, subject to section 6.7, “Reorganization Securities,” Second Lien Claimholders will be deemed to have agreed pursuant to section 1129(a)(9) of the Bankruptcy Code that such section 507(b) 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. (iv) So long as the First Lien Agents are receiving payment in cash of all Post-Petition Claims consisting of all interest at the applicable rate under the First Lien Documents, Second Lien Agent may seek and, subject to the terms hereof, retain payments of Post-Petition Claims consisting of interest at the applicable rate under the Second Lien Documents (“Second Lien Adequate Protection Payments”). If a Second Lien Claimholder receives Second Lien Adequate Protection Payments before the Discharge of First Lien Obligations, then upon the effective date of any plan or the conclusion or dismissal of any Insolvency Proceeding, the Second Lien Claimholder will pay over to the First Lien Authorized Person, as they direct, pursuant to section 4.1, “Application of Proceeds,” an amount equal to the lesser of (i) the Second Lien Adequate Protection Payments received by the Second Lien Claimholder and (ii) superpriority claims junior in all respects the amount necessary to Discharge the First Lien Obligations. Notwithstanding anything herein to the superpriority claims (if any) granted contrary, First Lien Claimholders will not be deemed to the Lender Parties have consented to, and (iii) subject expressly retain their rights to Section 4.01(a) and the application of all such payments in accordance therewithobject to, requests by Second Lien Agent, for Second Lien Adequate Protection Payments. In the event the Trustee or any Payments (other Note Party receives adequate protection in the form of a replacement Lien on additional collateral than as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralpermitted under section 6.4(b)(i)-(iii)).

Adequate Protection. The TrusteeEach Junior Priority Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (A) object, contest, 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 the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects theretoprotection, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) of the Bankruptcy Code or any similar provision 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 otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, the Trustee no Junior Priority Representative or Junior Priority Debt Party shall be entitled (and the Note Junior Priority Representatives and Junior Priority Debt Parties may requestshall be deemed to have irrevocably, accept absolutely, and unconditionally waived any right) to seek or retain otherwise be granted any type of adequate protection only 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 (i) a replacement Lien on additional collateralor 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 (other than in a role 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 adequate protection in the form of a Lien on such additional or replacement collateral and/or a superpriority claim (as applicable), which (A) Lien is subordinated to the Liens thereon securing or providing adequate protection for, or claims with respect to, all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto and any “carve-out”) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are subordinated to the Liens securing Senior Obligations under this Agreement and/or (B) superpriority claim is 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 claims of the Senior Secured Parties under this Agreement, and each 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, (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 claim (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 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 any such DIP Financing and that any Lien on such additional or replacement collateral 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, and claims with respect to, the Senior Obligations and any such DIP Financing (and all obligations relating thereto 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 the Lender such Liens securing Senior Obligations under this Agreement 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 (ii2) superpriority claims junior in all respects to the superpriority claims (if any) 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 Lender Junior Priority Debt Parties and shall be subject to Section 4.02, and/or (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Priority Representatives, for themselves and on behalf of the Trustee or any other Note Party receives 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 replacement Lien superpriority claim, then such Junior Priority Representatives, for themselves and on additional collateral as to which there is no Lien securing the Lender Obligations and/or 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance with 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 4.01 as if Proceeds 4.02). Each Junior Priority Representative, on behalf of Common Collateralitself 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. The Trustee(a) Each Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Secured Party under its Junior Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent Designated Senior Representative, the other Senior Representatives or the Lender Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent Designated Senior Representative, the other Senior Representatives or any other Lender the Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Designated Senior Representative’s or any other Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and payment of interest, fees, expenses or other amounts to of the Collateral Agent Designated Senior Representative, any other Senior Representative or any other Lender Senior Secured Party as adequate protection or otherwise under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other Bankruptcy 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 request adequate protection in any form, except as set forth in this Section 6.03(b). In any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) a replacement 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, then each Junior Representative, for itself and on behalf of each Junior Secured Party under its Junior Debt Facility, may seek or request adequate protection in the form of a Lien on such additional or replacement collateral, which Lien is subordinated to the Liens thereon securing and providing adequate protection for, and claims with respect to, the Senior Obligations and such DIP Financing (if any) and all obligations relating thereto), in the case of any such Lien, on the same basis as the Liens securing the Lender Junior Obligations are so subordinated to the Liens securing the Senior Obligations under this Agreement and (ii) 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 the form of a Lien on additional or replacement collateral, then such Junior Representatives, for themselves and on behalf of each Junior Secured Party under their Junior Debt Facilities, agree that the Senior Representatives shall also be granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations, and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Junior 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, in the case of any such Lien, on the same basis as the other Liens securing the Note Junior Obligations are so subordinated to the Lender such Liens securing Senior Obligations under this Agreement and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common CollateralAgreement.

Adequate Protection. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Debt Party under its Junior Debt Facility, agrees that none of them shall (a) object, contest, contest or support any other Person objecting to or contesting, contesting (ai) any request by the Collateral Agent Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (bii) any objection by the Collateral Agent Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (ciii) the payment of interest, fees, expenses or other amounts to of the Collateral Agent Senior Representative or any other Lender Senior Secured Party under section Section 506(b) of Title 11 of the United States Code or any similar provision 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 Title 11 of the Bankruptcy United States Code or otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (1) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, then each Junior Representative, for itself and on behalf of each Junior Debt Party under its Junior Debt Facility, may seek or request adequate protection in the form of a replacement Lien on such additional collateralcollateral or superpriority claim, which Lien or superpriority claim is subordinated to the Liens thereon securing all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (ii2) superpriority claims junior in all respects to the event any Junior Representative, for itself 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 the form of additional collateral or superpriority claims (if anyin 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 Debt Party under the Junior Debt Facilities, agree that the Senior Representative shall also be granted (as applicable) a senior superpriority claim or senior Lien on such additional collateral as security for the Senior Obligations, and that any Lien on such additional collateral securing the Junior Debt Obligations or superpriority claim granted to the Lender Junior Debt Parties shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (iii) subject to Section 4.01(aand all obligations relating thereto) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives Liens granted to the Senior Secured 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 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, to the extent that the Senior Secured Parties are granted adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing payments in the Lender Obligations 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 a superpriority claim which is not junior payments in the amount of current incurred reasonable fees and expenses and/or other cash payments (as applicable), subject to a superpriority 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, to the extent the Senior Secured Parties are awarded or otherwise granted an allowed claim in favor any Insolvency or Liquidation Proceeding with respect to post-petition interest, nothing herein shall prevent the Second Priority Debt Parties from seeking or otherwise asserting a claim for post-petition interest to the extent of the Lender Parties, then any Proceeds value of or other realization upon any such the Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralthe Second Priority Debt Parties on the Collateral (after taking into account the Senior Obligations).

Adequate Protection. The Trustee, on behalf of itself and the other Note Parties, agrees that none of them shall 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 the Collateral Agent or the Lender Parties a First Lien Secured Party for “adequate protection consisting protection” under any Bankruptcy Law, or (2) an objection, based on a First Lien Secured Party claiming a lack of senior replacement liens and senior superpriority claims or cash payments (b) any objection adequate protection, by the Collateral Agent or any other Lender Parties a First Lien Secured Party to any a motion, relief, action action, or proceeding which objection is based on a claim of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection proceeding. (b) shall not preclude any Note Party Notwithstanding the preceding Section 6.04(a), until the Discharge of First Lien Priority Obligations, in an Insolvency or Liquidation Proceeding: (1) Except as permitted in this Section 6.04, no Second Lien Secured Parties may seek or request adequate protection or relief from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Party under automatic stay imposed by section 506(b) or 506(c) 362 of the Bankruptcy Code or otherwise. In any Insolvency Proceeding, the Trustee and the Note Parties may request, accept or retain other relief. (2) If a First Lien Secured Party is granted adequate protection only in the form of (i) additional or replacement Collateral in connection with a replacement motion described in Section 6.01, then the Second Lien Collateral Agent may seek or request adequate protection in the form of a Lien on such additional collateralor replacement Collateral, which Lien will be subordinated to the Liens thereon (if any) securing the Lender First Lien Priority Obligations and any DIP Financing (subject to the DIP Cap), and all related Obligations, on the same basis as the other Liens securing the Note Second Lien Obligations are so subordinated to the Lender Liens securing 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 any payment thereof will be deemed to be Proceeds of Collateral, provided that, subject to Section 6.06(a), Second Lien Secured Parties will be deemed to have agreed pursuant to section 1129(a)(9) of the Bankruptcy Code that such section 507(b) claims may be paid under a plan of reorganization in any form having a value on the effective date of such plan equal to the allowed amount of such 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) superpriority claims junior in all respects the amount necessary to effect the Discharge of First Lien Priority Obligations. Notwithstanding anything herein to the superpriority claims (if any) granted contrary, First Lien Secured Parties will not be deemed to have consented to, and expressly retain their rights to object to, the Lender Parties and (iii) subject to Section 4.01(a) and the application payment of all such payments in accordance therewith, Second Lien Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateral.

Adequate Protection. (a) The TrusteeSecond Priority Representative, for itself and on behalf of itself and the each other Note PartiesSecond Priority Debt Party, agrees that none of them shall shall: (i) object, contest, contest or support any other Person objecting to or contesting, contesting (aA) any request by the Collateral Agent Senior Representative or the Lender any other Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (bB) any objection by the Collateral Agent Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (cC) the payment of interest, fees, expenses or other amounts to of the Collateral Agent Senior Representative or any other Lender Senior Secured Party under section 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 otherwise. In any similar provision of any other Bankruptcy Law. (b) Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, : (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) additional 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, then the Second Priority Representative, for itself and on behalf of each other Second Priority Debt Party, may seek or request adequate protection in the form of a replacement Lien on such additional collateralcollateral or superpriority claim, which Lien or superpriority claim is subordinated to the Liens thereon securing all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and Agreement; and (ii) superpriority claims junior in all respects to the event any Second Priority Representative, for itself and on behalf of the other Second Priority Debt Parties, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral or superpriority claims (if anyin each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then such Second Priority Representative, for itself and on behalf of each other Second Priority Debt Party under the Second Priority Debt Facility, agrees that the Senior Representative shall also be granted (as applicable) a senior superpriority claim or senior Lien on such additional collateral as security for the Senior Priority Obligations, and that any Lien on such additional collateral securing the Second Priority Debt Obligations or superpriority claim granted to the Lender Second Priority Debt Parties shall be subordinated to the Liens on such collateral securing the Senior Priority Obligations and any such DIP Financing (iii) subject to Section 4.01(aand all obligations relating thereto) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives Liens granted to the Senior Secured Parties, or the superpriority claim granted to the Senior Secured Parties, as adequate protection on the same basis as the other Liens securing the 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, in any Insolvency or Liquidation Proceeding, to the extent that the Senior Secured Parties are granted adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing payments in the Lender Obligations 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 a superpriority claim which is not junior payments in the amount of current incurred fees and expenses and/or other cash payments (as applicable). In addition, to a superpriority the extent the Senior Secured Parties are awarded or otherwise granted an allowed claim in favor any Insolvency or Liquidation Proceeding with respect to post-petition interest, nothing herein shall prevent the Second Priority Debt Parties from seeking or otherwise asserting a claim for post-petition interest to the extent of the Lender Parties, then any Proceeds value of or other realization upon any such the Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralthe Second Priority Debt Parties on the Collateral (after taking into account the Senior Priority Obligations).

Adequate Protection. The TrusteeSubordinated Creditor Representative, on behalf of itself and the other Note PartiesSubordinated Creditors, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the Collateral Agent Senior Creditor Representative or the Lender Parties other Senior Creditors for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments any adequate protection provided to the Senior Creditor Representative or the other Senior Creditors or (b) any objection by the Collateral Agent Senior Creditor Representative or any other Lender Parties Senior Creditors to any motion, relief, action or proceeding which objection is based on a claim of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the c)the payment of interest, fees, expenses or other amounts to the Collateral Agent Senior Creditor Representative or any other Lender Party Senior Creditors under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. In Notwithstanding anything contained in this Section and in Section 4.2(b) (but subject to all other provisions of this Agreement, including, without limitation, Sections 4.2(a) and 4.3), in any Insolvency Proceeding, (i) if the Trustee Senior Creditors (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral, and the Note Parties may request, accept or retain Senior Creditors do not object to the adequate protection only being provided to them, then in connection with any such DIP Financing or use of cash collateral the form Subordinated Creditor Representative, on behalf of itself and any of the Subordinated Creditors, may seek or accept adequate protection consisting solely of (ix) a replacement Lien on the same additional collateral, subordinated to the Liens thereon (if any) securing the Lender Obligations Senior Debt and such DIP Financing on the same basis as the other Liens securing the Note Subordinated Debt Obligations are so subordinated to the Lender Obligations Senior Debt under this Agreement and (iiy) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties Senior Creditors, provided, however, that the Subordinated Creditor Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the 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 claims and (iiiii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee Subordinated Creditor Representative, on behalf of itself and the Subordinated Creditors, seeks or any other Note Party receives accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then the Subordinated Creditor Representative, on behalf of itself or any of the Subordinated Creditors, agrees that the Senior Creditor Representative shall also be granted a replacement senior Lien on such additional collateral as to which there is no security for the Senior Debt and any such DIP Financing and that any Lien on such additional collateral securing the Lender Subordinated Debt Obligations and/or shall be subordinated to the Liens on such collateral securing the Senior Debt and any such DIP Financing (and all Obligations (as defined in the Credit Agreement) relating thereto) and any other Liens granted to the Senior Creditors as adequate protection, with such subordination to be on the same terms that the other Liens securing the Subordinated Debt Obligations are subordinated to such Senior Debt under this Agreement. The Subordinated Creditor Representative, on behalf of itself and the other Subordinated Creditors, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection in without the form of a superpriority claim which is not junior to a superpriority claim in favor prior written consent of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common CollateralSenior Creditor Representative.

Adequate Protection. The Trustee, on behalf of itself and the other Note Parties, agrees that none of them shall object, (i) No Second Lien Claimholder will contest, protest, or support any other Person objecting object to or contesting, (aA) any a request by the Collateral Agent a First Lien Claimholder for “adequate protection” under any Debtor Relief Law, or the Lender Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments (bB) any an objection by the Collateral Agent or any other Lender Parties a First Lien Claimholder to any a motion, relief, action action, or proceeding which objection is based on a claim of First Lien Claimholder claiming a lack of such 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 (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party or relief from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Party under section 506(b) or 506(c) automatic stay imposed by Section 362 of the Bankruptcy Code or otherwise. In any Insolvency Proceeding, the Trustee and the Note Parties may request, accept or retain other relief. (B) If a First Lien Claimholder is granted adequate protection only in the form of additional or replacement Collateral in connection with a motion described in Section 10.15(a), then the Second Lien Claimholders (iacting collectively through the Administrative Agent to the extent required by Section 10.03) may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement Collateral, which Lien will be subordinated to the Liens thereon (if any) securing the Lender First Lien Obligations and any DIP Financing (and all related Obligations) on the same basis as the other Liens securing the Note Second Lien Obligations are so subordinated to the Lender Liens securing 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 (ii) superpriority claims junior in all respects any payment thereof will be deemed to the superpriority claims (if any) granted to the Lender Parties and (iii) be Proceeds of Collateral, provided that, subject to Section 4.01(a10.15(g), Second Lien Claimholders will be deemed to have agreed pursuant to Section 1129(a)(9) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then Bankruptcy Code that such Section 507(b) claims may be paid under a plan of reorganization in any Proceeds form having a value on the effective date of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds plan equal to the allowed amount of Common Collateralsuch claims.

Adequate Protection. The TrusteeJunior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Secured Party, agrees that none of them shall shall: (a) object, contest, contest or support any other Person objecting to or contesting, contesting (ai) any request by the Collateral Agent Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (bii) any objection by the Collateral Agent Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (ciii) the payment of interest, fees, expenses or other amounts to of the Collateral Agent Senior Representative or any other Lender Senior Secured Party under section 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 otherwiseany similar provision of any other Bankruptcy Law; or (c) request adequate protection, or any other relief in connection with the use of cash collateral except as expressly provided in this Agreement. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, : (A) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) a 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, then the Junior Representative, for itself and on behalf of each Junior Secured Party, may seek or request adequate protection in the form of an additional or replacement Lien or superpriority claim on such additional collateral, which: (1) Lien is subordinated to the Liens thereon securing all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and and (ii2) superpriority claim is subordinated to all superpriority claims junior in all respects of the Senior Secured Parties on the same basis as the other claims of the Junior Secured Parties are so subordinated to the superpriority claims of the Senior Secured Parties under this Agreement, (if anyB) 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 additional or replacement collateral, then the Junior Representative, for itself and on behalf of each Junior Secured Party, agrees that the Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Junior 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 Lender Senior Secured Parties and as adequate protection on the same basis as the other Liens securing the Junior Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement (iii) 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 Lien on such additional or replacement collateral so granted to the Junior Secured Parties shall be subject to Section 4.01(a4.02), and (C) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee Junior Representative, for itself and on behalf of the Junior Secured Parties, seeks or any other Note Party receives 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 replacement Lien superpriority claim, then the Junior Representative, for itself and on additional collateral as to which there is no Lien securing behalf of each Junior Secured Party, agrees that the Lender Obligations and/or Senior Representative shall also be granted adequate protection in the form of a superpriority claim claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance with 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 4.01 as if Proceeds of Common Collateral4.02).

Adequate Protection. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Secured Party under its Junior Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent Designated Senior Representative, the other Senior Representatives or the Lender Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent Designated Senior Representative, the other Senior Representatives or any other Lender the Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Designated Senior Representative’s or any other Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or expenses, premiums (including make-whole premiums), and/or other amounts to of the Collateral Agent Designated Senior Representative, any other Senior Representative or any other Lender Party Senior Secured Party, including, without limitation, as adequate protection or 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 506(b) Section 363 or 506(c) 364 of the Bankruptcy Code or otherwise. In any Insolvency Proceedingsimilar provision of any other Bankruptcy Law, the Trustee then each Junior Representative, for itself and the Note Parties on behalf of each Junior Secured Party under its Junior Debt Facility, may request, accept seek or retain request adequate protection only in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative expense claim, which Lien and/or superpriority administrative expense claim (as applicable) is subordinated to the Liens thereon securing and providing adequate protection for, and claims with respect to, the Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing and claims with respect to the Note Junior Obligations are so subordinated to the Lender Liens securing and claims with respect to the Senior Obligations under this Agreement and (ii) 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 the form of (as applicable) a Lien on additional or replacement collateral and/or a superpriority claims junior in all respects administrative expense claim, then such Junior Representatives, for themselves and on behalf of each Junior Secured Party under their Junior Debt Facilities, agree that the Senior Representatives shall also be 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 securing or providing adequate protection for the Junior Obligations and/or superpriority administrative expense claim shall be subordinated to the superpriority Liens on such collateral securing and claims with respect to the Senior Obligations and any such DIP Financing (if anyand all obligations relating thereto) and any other Liens and claims granted to the Lender Senior Secured Parties as adequate protection on the same basis as the other Liens securing and (iii) subject claims with respect to Section 4.01(a) the Junior Obligations are so subordinated to such Liens securing and claims with respect to Senior Obligations under this Agreement. Without limiting the application generality of all such payments in accordance therewiththe foregoing, Adequate Protection Payments. In to the event extent that the Trustee or any other Note Party receives Senior Secured Parties are granted adequate protection in the form of a replacement Lien cash payments in the amount of current post-petition interest at the nondefault rate, plus fees and expenses, then the Junior Representatives, for themselves and on additional collateral as to which there is no Lien securing behalf of the Lender Obligations and/or Junior Secured Parties under their Junior Debt Facilities, shall not be prohibited from seeking adequate protection in the form of a superpriority claim which is not junior payments in the amount of current post-petition incurred fees and expenses, subject to a superpriority claim in favor the right of the Lender Parties, then any Proceeds Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralcash payments so sought by the Junior Secured Parties.

Adequate Protection. The TrusteeEach Second Priority Representative, for itself and on behalf of itself and the other Note Partieseach Second Priority Secured Party under its Second Priority Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Priority Representative or the Lender any Senior Priority Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Priority Representative or any other Lender Senior Priority Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Priority Representative’s or Senior Priority Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Priority Representative or any other Lender Senior Priority Secured Party under section Section 506(b) or 506(c) of Title 11 of the Bankruptcy United States Code or otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Priority Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, then each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which Lien or superpriority claim is subordinated to the Liens thereon securing all Senior Priority Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Priority Obligations under this Agreement and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Second Priority Representatives, for themselves and on behalf of the Trustee Second Priority Secured Parties under their Second Priority Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Secured Party under their Second Priority Debt Facilities, agree that each Senior Priority Representative shall also be granted a replacement senior Lien on such additional collateral as to which there is no security for the Senior Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Lender Second Priority Debt Obligations and/or 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 in on the form of a superpriority claim which is not junior same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common CollateralLiens securing Senior Priority Obligations under this Agreement.

Adequate Protection. The TrusteeEach Second Priority Representative, for itself and on behalf of itself and the other Note Partieseach Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall (a) object, contest, contest or support any other Person objecting to or contesting, contesting (ai) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (bii) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (ciii) the payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) of the Bankruptcy Code or any similar provision 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 otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.01 or in Section 6.03, in any Insolvency or Liquidation Proceeding, (A) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) additional 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, then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (1) Lien is subordinated to the Liens thereon securing all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (ii2) superpriority claim is subordinated to all superpriority claims junior in all respects of the Senior Secured Parties on the same basis as the Liens of the Second Priority Debt Parties are so subordinated to the superpriority claims Liens of the Senior Secured Parties under this Agreement, (if anyB) 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 Lender Parties extent such grant is otherwise permissible under the terms and (iiiconditions of this Agreement) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of additional or replacement collateral, 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 a replacement senior Lien on such additional or replacement collateral as to which there is no security for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Lender Second Priority Debt Obligations and/or 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 Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement (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 Lien on such additional or replacement collateral so granted to the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim Second Priority Debt Parties shall be applied in accordance with subject to Section 2.04, Section 4.01 and Section 4.02 as if Proceeds of Common Collateral.such amounts were Proceeds), and (C) in the event any Second Priority

Adequate Protection. The TrusteeEach Second Priority Representative, for itself and on behalf of itself and the other Note Partieseach Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to of the Collateral Agent Senior Representative or any other Lender Senior Secured Party under section Section 506(b) of the Bankruptcy Code or any similar provision 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 otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only 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, then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral or superpriority claim, which Lien or superpriority claim is subordinated to the Liens thereon securing all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (ii) superpriority claims junior in all respects to 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 the form of a Lien on additional or replacement collateral or superpriority claims (if anyin each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that the Senior Representative shall also be 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 that any Lien on such additional collateral securing or granted as adequate protection for the Second Priority Debt Obligations or superpriority claim granted to the Lender Second Priority Debt Parties shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (iii) subject to Section 4.01(aand all obligations relating thereto) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives Liens granted to the Senior Secured Parties, or the superpriority claim granted to the Senior Secured Parties, as adequate protection on the same basis as the other Liens securing the 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 expenses or other cash payments, or otherwise with the consent of the Senior Representative, then the Designated Second Priority Representative and the Second Priority Debt Parties shall not be prohibited from seeking adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection payments in the form amount of a superpriority claim which is not junior current incurred fees and expenses or other cash payments (as applicable), subject to a superpriority 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. In addition, to the extent the Senior Secured Parties are awarded or otherwise granted an allowed claim in favor any Insolvency or Liquidation Proceeding with respect to post-petition interest, nothing herein shall prevent the Second Priority Debt Parties from seeking or otherwise asserting a claim for post-petition interest to the extent of the Lender Parties, then any Proceeds value of or other realization upon any such the Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralthe Second Priority Debt Parties on the Shared Collateral (after taking into account the Senior Obligations).

Adequate Protection. The TrusteeEach Junior Priority Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (a) object, contest, contest or support any other Person objecting to or contesting, contesting (ai) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (bii) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (ciii) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section 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 otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) a replacement Lien on additional collateralcollateral 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, 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 adequate protection in the form of a Lien on such additional collateral or a superpriority claim, which (A) Lien is subordinated to the Liens thereon securing and providing adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (B) superpriority claim is 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 claims of the Senior Secured Parties under this Agreement and the Junior Lien Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility agrees that, under Section 1129 of the Bankruptcy Code, such superpriority claim is not required to be paid in cash, (ii) superpriority claims junior in all respects 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 superpriority claims (if anyextent such grant is otherwise permissible under the terms and conditions of this Agreement) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional or replacement collateral, 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 a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Junior Priority Debt Obligations shall be subordinated to which there is no Lien the Liens on such collateral securing the Lender Senior Obligations and/or 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, 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 (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 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance with 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 4.01 as if Proceeds of Common Collateral4.02).

Adequate Protection. The Trustee, on behalf of itself and the other Note Parties, Second Priority Secured Party agrees that none of them it shall not object, contest, or support any other Person objecting to or contesting, (a) any request by the Collateral First Priority Agent or the Lender other First Priority Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments any adequate protection provided to the First Priority Agent or the other First Priority Secured Parties or (b) any objection by the Collateral First Priority Agent or any other Lender First Priority Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral First Priority Agent or any other Lender First Priority Secured Party under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. In Notwithstanding anything contained in this Section and in Section 5.2(b) (but subject to all other provisions of this Agreement, including, without limitation, Sections 5.2(a) and 5.3), in any Insolvency Proceeding, (i) if the Trustee First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral, and the Note First Priority Secured Parties may request, accept or retain do not object to the adequate protection only being provided to them, then in connection with any such DIP Financing or use of cash collateral the form Second Priority Secured Party may seek or accept adequate protection consisting solely of (ix) a replacement Lien on the same additional collateral, subordinated to the Liens thereon (if any) securing the Lender First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Note Second Priority Obligations are so subordinated to the Lender First Priority Obligations under this Agreement and (iiy) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties First Priority Secured Parties, provided, however, that the Second Priority Secured Party 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 (iiiii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee Second Priority Secured Party seeks or any other Note Party receives accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then the Second Priority Secured Party agrees that the First Priority Agent shall also be granted a replacement senior Lien on such additional collateral as to which there is no security for the First Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Lender Second Priority Obligations and/or shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the Second Priority Obligations are subordinated to such First Priority Obligations under this Agreement. The Second Priority Secured Party agrees that except as expressly set forth in this Section it shall not seek or accept adequate protection in without the form of a superpriority claim which is not junior to a superpriority claim in favor prior written consent of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common CollateralFirst Priority Agent.

Adequate Protection. The TrusteeTerm Loan Representative, on behalf of itself and the other Note Term Loan 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 object, contest, or support any other Person objecting to or contesting, (ai) any request by the Collateral Agent ABL Representative or the Lender other ABL Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims its interest in the Collateral or cash payments any adequate protection provided to the ABL Representative or the other ABL Secured Parties or (bii) any objection by the Collateral Agent ABL Representative or any other Lender ABL Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) in the Collateral or (ciii) the payment of interest, fees, expenses or other amounts to the Collateral Agent ABL Representative or any other Lender ABL Secured Party under section under, inter alia, Section 506(b) or 506(c) of the Bankruptcy Code or otherwise; provided that any action described in the foregoing clauses (i) and (ii) does not violate Section 5.2. In The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, further agrees that, prior to the ABL Obligations Payment Date, none of them shall assert or enforce any claim under inter alia, 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 ABL Priority Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(a)(i)(y), but subject to all other provisions of this Agreement (including, without limitation, Section 5.2(a)(i)(x) and Section 5.3), in any Insolvency Proceeding, if the Trustee ABL Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes ABL Priority Collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral, and the Note ABL Secured Parties may request, accept or retain do not object to the adequate protection only being provided to them, then in connection with any such ABL DIP Financing or use of cash collateral the Term Loan Representative, on behalf of itself and any of the Term Loan Secured Parties, may, as adequate protection of their interests in the form ABL Priority Collateral, seek or accept (and the ABL Representative and the ABL Secured Parties shall not object to) adequate protection consisting solely of (ix) a replacement Lien on the same additional collateral, subordinated to the Liens thereon (if any) securing the Lender ABL Obligations and such ABL DIP Financing on the same basis as the other Term Loan Liens securing on the Note Obligations ABL Priority Collateral are so subordinated to the Lender ABL Obligations under this Agreement and (iiy) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject ABL Secured Parties, provided, however, that the Term Loan Representative shall have irrevocably agreed, pursuant to Section 4.01(a1129(a)(9) of the Bankruptcy Code, on behalf of itself and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Term Loan Secured Parties, then in any Proceeds 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 realization upon any property having a value on the effective date of such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds plan equal to the allowed amount of Common Collateralsuch claims.

Adequate Protection. The TrusteeJunior Priority Representative, for itself and on behalf of itself and each Junior Lien Secured Party under the other Note PartiesJunior Lien Agreement, agrees that none of them shall (A)a) object, contest, contest or support any other Person objecting to or contesting, contesting (ai) any request by the Collateral Agent Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (bii) any objection by the Collateral Agent Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of the Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (ciii) the payment of interest, fees, expenses or other amounts to of the Collateral Agent Senior Representative or any other Lender Senior Secured Party under section Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (Bb) assert or support any claim [[againstin respect of property securing the Senior Priority Representative]]Obligations for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (iA) [[if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) 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, then]] the Junior Priority Representative, for itself and on behalf of each Junior Lien Secured Party under the Junior Lien Agreement, may seek or request adequate protection in the form of a replacement lien or superpriority claim on such additional or replacement collateral [[or in any other form granted to the Senior Secured Parties]], which (AI) Lien on additional collateral, granted to the Junior Priority Representative is subordinated to the Liens thereon securing all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Lien Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (iiBII) superpriority claims junior in all respects to the superpriority claims (if any) claim granted to the Lender Junior Priority Representative is 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 claims of the Senior Secured Parties under this Agreement, (iiB) in the event the Junior Priority Representative, for itself 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 (iiiin each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, then the 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 a Senior Lien on such additional or replacement collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Junior 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 Lien Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement (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 Lien on such additional or replacement collateral so granted to the Junior Lien Secured Parties shall be subject to Section 4.01(a4.02), and (iiiC) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event the Trustee Junior Priority Representative, for themselves and on behalf of the Junior Lien Secured Parties under the Junior Lien Agreement, seek or any other Note Party receives 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 replacement superpriority claim, then such Junior Priority Representative, for itself and on behalf of each Junior Lien on additional collateral as to which there is no Secured Party under the Junior Lien securing Agreement, agree that the Lender Obligations and/or Senior Representative shall also be granted adequate protection in the form of a superpriority claim claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied 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 accordance with 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 4.01 as if Proceeds of Common Collateral4.02).

Adequate Protection. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent Designated Senior Representative, the other Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent Designated Senior Representative, the other Senior Representatives or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim any claims by the Designated Senior Representative or any Senior Representatives or Senior Secured Party of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to of the Collateral Agent Designated Senior Representative, any other Senior Representative or any other Lender Senior Secured Party as adequate protection or otherwise under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwiseany similar provision of the Bankruptcy Code or any other Debtor Relief Law or (y) request any form of adequate protection except as permitted by the following sentence. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only 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 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 adequate protection in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens thereon securing and granted as adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are so subordinated to the Lender 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 and granted in respect of such DIP Financing, and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Representatives, for themselves and on behalf of the Trustee Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of (as applicable) a replacement 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 which there is no Lien the Liens on such collateral securing the Lender Senior Obligations and/or 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 Parties and granted in the form respect of a such DIP Financing; provided, however, that with respect to any superpriority claim which is not junior administrative claims pursuant to a superpriority claim in favor clauses (i) or (ii) hereof, each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby waives their rights under Section 1129(a)(9) of the Lender Parties, then Bankruptcy Code and consents and agrees that such superpriority administrative claims may be paid under a plan of reorganization in any Proceeds form having a value on the effective date of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds plan equal to the allowed amount of Common Collateralsuch claims.

Adequate Protection. The TrusteeEach Second Priority Agent, on behalf of itself and the other Note Partieseach applicable Second Priority Secured Party, agrees that none of them shall object, contest, contest (or support any other Person objecting to or contesting, ) (a) any request by the Collateral any First Lien Agent or the Lender Parties Senior Lenders for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral any First Lien Agent or any other Lender Parties Senior Lenders to any motion, relief, action or proceeding which objection is based on a claim of such First Lien Agent’s or the Senior Lenders’ claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral First Lien Agent or any other Lender Party Senior Lender. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral under section 506(b) Section 363 or 506(c) Section 364 of Title 11 of the Bankruptcy United States Code or otherwise. In any Insolvency Proceedingsimilar Bankruptcy Law, the Trustee then each Second Priority Agent, on behalf of itself and the Note Parties any applicable Second Priority Secured Party, (A) may request, accept seek or retain request adequate protection only in the form of (ix) a replacement Lien on such additional collateral, which Lien is subordinated to the Liens thereon (if any) securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Note Obligations Second Priority Claims are so subordinated to the Liens securing Senior Lender Obligations Claims under this Agreement Agreement, and (iiy) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties Senior Lenders, and (iiiB) subject agrees that it will not seek or request, and will not accept, without the express written consent of the First 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 such Second Priority 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 Claims shall be subordinated to Section 4.01(athe Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the application of all Senior Lenders as adequate protection on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such payments Liens securing Senior Lender Claims under this Agreement, and (B) in accordance therewith, Adequate Protection Payments. In the event the Trustee any Second Priority Agent, on behalf of itself or any other Note Party receives 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 the First Lien Agents shall also be granted a superpriority claim, which superpriority claim will be senior in all respects to the superpriority claim granted to such Second Priority Agent and the Second Priority Secured Parties. Notwithstanding the foregoing, if the Senior Lenders are deemed by a court of competent jurisdiction in any Insolvency or Liquidation Proceeding to be entitled to receive adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing payments in the Lender Obligations and/or amount of current post-petition interest, incurred fees and expenses or other cash payments, then the Second Priority Agent and the Second Priority Secured Parties shall not be prohibited from seeking or receiving adequate protection in the form of a superpriority claim which is not junior to a superpriority claim payments in favor the amount of the Lender Partiescurrent post-petition interest, then any Proceeds of incurred fees and expenses or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateralcash payments.

Adequate Protection. The TrusteeEach Junior Priority Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Representative’s or Senior Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other Bankruptcy Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) additional 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, 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 adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens thereon securing all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are so subordinated to the Lender Liens securing Senior Obligations under this Agreement and (B) superpriority claim is subordinated to all superpriority claims of the Senior Secured Parties, (ii) superpriority claims junior in all respects 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 additional or replacement collateral, 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 a senior Lien on such additional collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Junior Priority Debt Obligations shall be subordinated to the superpriority claims Liens on such collateral securing the Senior Obligations and any such DIP Financing (if anyand all obligations relating thereto) and any other Liens granted to the Lender 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 (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Priority Representatives, for themselves and on behalf of the Trustee Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or any other Note Party receives 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 replacement Lien superpriority claim, then such Junior Priority Representatives, for themselves and on additional collateral as to which there is no Lien securing the Lender Obligations and/or 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 claim, which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds senior to the superpriority claim of Common Collateralthe Junior Priority Debt Parties.

Adequate Protection. The TrusteeEach Junior Representative, for itself and on behalf of itself and the other Note Partieseach Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Representative or the Lender any Senior Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments in any form, (b) any objection by the Collateral Agent any Senior Representative or any other Lender Senior Secured Parties to any motion, relief, action or proceeding which objection is based on any claims by a claim Senior Representative or Senior Secured Party of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the allowance and/or payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Representative or any other Lender Senior Secured Party under section Section 506(b) or 506(c) of the Bankruptcy Code or otherwiseany similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentence. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee 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 the Note Parties on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, may seek or request, accept or retain without objection by any Senior Secured Party, adequate protection only in the form of (ias applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens thereon securing and granted as adequate protection for all Senior Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Junior Priority Debt Obligations are so subordinated to the Lender 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, and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Junior Representatives, for themselves and on behalf of the Trustee Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of a replacement 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 which there is no Lien the Liens on such collateral securing the Lender Senior Obligations and/or and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection in on the form of a 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 which is not junior and subordinated to a the superpriority administrative claim in favor granted as adequate protection to the Senior Secured Parties; provided, however, 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 under its Junior Priority Debt Facility, hereby waives their rights under Section 1129(a)(9) of the Lender Parties, then Bankruptcy Code and consents and agrees that such superpriority administrative claims may be paid under a plan of reorganization in any Proceeds form having a value on the effective date of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds plan equal to the allowed amount of Common Collateralsuch claims.

Adequate Protection. The TrusteeEach Second Priority Representative, for itself and on behalf of itself and the other Note Partieseach Second Priority Secured Party under its Second Priority Debt Facility, agrees that none of them shall object, contest, contest or support any other Person objecting to or contesting, contesting (a) any request by the Collateral Agent any Senior Priority Representative or the Lender any Senior Priority Secured Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments protection, (b) any objection by the Collateral Agent any Senior Priority Representative or any other Lender Senior Priority Secured Parties to any motion, relief, action or proceeding which objection is based on a claim of any Senior Priority Representative’s or Senior Priority Secured Party’s claiming a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent of any Senior Priority Representative or any other Lender Senior Priority Secured Party under section Section 506(b) or 506(c) of Title 11 of the Bankruptcy United States Code or otherwiseany similar provision of any other Debtor Relief Law. In Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Trustee and the Note Senior Priority Secured Parties may request, accept (or retain any subset thereof) are granted adequate protection only in the form of (i) additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of Title 11 of the United States Code or any similar provision of any other Debtor Relief Law, then each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which Lien or superpriority claim is subordinated to the Liens thereon securing all Senior Priority Obligations and such DIP Financing (if anyand all obligations relating thereto) securing the Lender Obligations on the same basis as the other Liens securing the Note Second Priority Obligations are so subordinated to the Lender Liens securing Senior Priority Obligations under this Agreement and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments. In the event any Second Priority Representatives, for themselves and on behalf of the Trustee Second Priority Secured Parties under their Second Priority Debt Facilities, seek or any other Note Party receives request adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Secured Party under their Second Priority Debt Facilities, agree that each Senior Priority Representative shall also be granted a replacement senior Lien on such additional collateral as to which there is no security for the Senior Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Lender Second Priority Obligations and/or 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 in on the form of a superpriority claim which is not junior same basis as the other Liens securing the Second Priority Obligations are so subordinated to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common CollateralLiens securing Senior Priority Obligations under this Agreement.