Common use of Adequate Protection Clause in Contracts

Adequate Protection. (a) The Notes Collateral Agent, on behalf of itself and the Notes Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateral. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Collateral Agent on Revolving Credit Primary Collateral; and (2) if the Notes Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests adequate protection with respect to the Notes Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or the Notes Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and (ii) the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Collateral Agent, on behalf of itself and the Notes Note Claimholders, agrees that none of them shall be entitled to contest and none of them shall contest (or support any other Person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1i) any request by the US Revolving Credit Collateral ABL Agent or the Revolving Credit other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2iii) any objection by the US Revolving Credit Collateral ABL Agent or the Revolving Credit other ABL Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral ABL Agent or the Revolving Credit other ABL Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary ABL Priority Collateral. (b) The US Revolving Credit Collateral ABL Agent, on behalf of itself and the Revolving Credit ABL Claimholders, agrees that none of them shall be entitled to contest and none of them shall contest (or support any other Person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1i) any request by the Notes Collateral Agent or the other Note Claimholders for relief from the automatic stay with respect to the Note Priority Collateral; or (ii) any request by the Notes Agent or the Note Claimholders for adequate protection with respect to the Notes Note Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2iii) any objection by the Notes Collateral Agent or any Notes the Note Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Note Claimholders claiming a lack of adequate protection with respect to the Notes Note Priority Collateral. (c) Notwithstanding Consistent with the foregoing provisions in this Section 6.3, and except as provided in Sections 6.1 and 6.7, in any Insolvency or Liquidation Proceeding: (1i) if the Revolving Credit Claimholders no Note Claimholder shall be entitled (or and each Note Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any subset thereofright) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, may seek or request otherwise be granted any type of adequate protection with respect to its interests in such the ABL Priority Collateral (except as expressly set forth in Section 6.1 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.1, Note Claimholders may seek and obtain adequate protection in the form of an additional collateral or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in which case the priorities established by Section 2.1 shall apply)respect of their interest in such ABL Priority Collateral) is subordinated to the Liens securing of the Revolving Credit Obligations and ABL Agent in such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Collateral Agent on Revolving Credit Primary ABL Priority Collateral; and (2ii) if no ABL Claimholder shall be entitled (and each ABL Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right) to seek or otherwise be granted any type of adequate protection in respect of Note Priority Collateral except as may be consented to in writing by the Notes Agent in its sole and absolute discretion; provided, however, ABL Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests may seek and obtain adequate protection with respect to the Notes Collateral in the form of an additional collateral or replacement Lien on Collateral so long as (even if such collateral is not of a type which would otherwise i) the Note Claimholders have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request been granted adequate protection with respect to its interests in such additional collateral in the form of a replacement lien on such Collateral, and (ii) any such Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Note Priority Collateral (and on any Collateral granted as adequate protection for the Note Claimholders in which case the priorities established by Section 2.1 shall apply)respect of their interest in such Note Priority Collateral) is subordinated to the Liens securing of the Notes Obligations and Agent in such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral ABL Agent on Notes Note Priority Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or the Notes Note Claimholders from seeking adequate protection with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) so long as such request is not otherwise inconsistent with this Agreement and (ii) the US Revolving Credit Collateral Note Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the Revolving Credit ABL Claimholders from seeking adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise)) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (ai) The Notes In any Insolvency Proceeding involving an Obligor, the Noteholder Collateral AgentAgent agrees, for and on behalf of itself and the Notes Claimholders, agrees Noteholders that none of them neither it nor any Noteholder shall contest (or support any other Person person contesting): (1A) any request by the US Revolving Credit Collateral Senior Agent or the Revolving Credit Claimholders any Senior Lender for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreementprotection; or (2B) any objection by the US Revolving Credit Collateral Senior Agent or the Revolving Credit Claimholders any Senior Lender to any motion, relief, action action, or proceeding based on the US Revolving Credit Collateral Senior Agent or the Revolving Credit Claimholders any Senior Lender claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateralprotection. (bii) The US Revolving Credit Collateral In any Insolvency Proceeding involving an Obligor: (A) if the Senior Agent or any Senior Lender is granted adequate protection in the form of a replacement Lien on existing or future assets of the Obligors in connection with any DIP Financing or use of Cash Collateral, then Senior Agent, for and on behalf of itself and the Revolving Credit ClaimholdersSenior Lenders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, shall also be entitled to seek, without objection from the Senior Agent or any of the Revolving Credit ClaimholdersSenior Lender, seeks or requests adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a replacement Lien on such Collateral (in existing or future assets of the Obligors, which case the priorities established by Section 2.1 replacement Lien, if obtained, shall apply)) be subordinate to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or Senior Indebtedness (including those under a DIP Financing (and all Obligations relating theretoFinancing) on the same basis as the other Liens of securing the Notes Collateral Agent on Revolving Credit Primary Collateral; andObligations are subordinate to the Liens securing Senior Indebtedness under this Agreement; (2B) if the Notes Claimholders (Noteholder Collateral Agent or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests Noteholder is granted adequate protection with respect to the Notes Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a replacement Lien on existing or future assets of the same additional collateralObligors, which Lien will be subordinated (except to then the extent Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, agrees that the US Revolving Credit Senior Agent, for and on behalf of itself and the Senior Lenders, shall also be entitled to seek, without objection from the Noteholder Collateral Agent already had or any Noteholder, a senior adequate protection Lien on existing or future assets of the Obligors as security for the Senior Obligations and that any adequate protection Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens existing or future assets securing the Notes Obligations and shall be subordinated to the Lien on such Cash Collateral use or DIP Financing (and all Obligations relating thereto) assets securing the Senior Indebtedness on the same basis as the other Liens of securing the US Revolving Credit Collateral Agent on Notes Collateral.Obligations are subordinated to the Liens securing Senior Indebtedness under this Agreement; (dC) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with if the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Senior Agent or the Notes Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including Senior Lender is granted adequate protection in the form of a an expense of administration claim in connection with any DIP Financing or use of cash paymentcollateral, periodic cash payments or otherwise) then the Senior Agent, for and (ii) on behalf of itself and the US Revolving Credit Senior Lenders, agrees that the Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, shall also be entitled to seek, without objection from the Senior Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including Senior Lender, adequate protection in the form of an expense of administration claim, which administration claim, if obtained, shall (1) be subordinate to the administration claim of the Senior Agent and the Senior Lenders and (2) be deemed to be proceeds of Collateral (it being understood and agreed that the Noteholder Collateral Agent and the Noteholders shall be deemed to have agreed pursuant to Section 1129(a)(9) of the Bankruptcy Code that such administration claims may be paid under a cash paymentplan of reorganization in any form having a value on the effective date of such plan equal to the allowed amount of such claims); (D) if the Noteholder Collateral Agent or any Noteholder is granted adequate protection in the form of an expense of administration claim, then the Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, agrees that the Senior Agent, for and on behalf of itself and the Senior Lenders, shall also be entitled to seek, without objection from the Noteholder Collateral Agent or any Noteholder, adequate protection in the form of an expense of administration claim, which administration claim, if obtained, shall be senior to the administration claim of the Noteholder Collateral Agent and any Noteholder, as applicable; and (E) if the Senior Agent or any Senior Lender is granted adequate protection in the form of periodic cash payments or otherwiseof interest and payments of out-of-pocket expenses in respect of the Senior Indebtedness, then the Senior Agent agrees that Noteholder Collateral Agent may seek adequate protection with respect to its and the Noteholders’ rights in the Collateral in the form of periodic cash payments in an amount not exceeding interest at the non-default contract rate and/or payment of reasonable out-of-pocket expenses (it being understood and agreed that (1) the Senior Agent and the Senior Lenders shall not be deemed to have consented to, and expressly retain their rights to object to, the payment of any such adequate protection and (2) neither the Noteholder Collateral Agent nor any Noteholder shall seek any other adequate protection in the form of cash payments with respect to its rights in the Collateral without the consent of the Senior Agent). (iii) Neither the Noteholder Collateral Agent nor any Noteholder shall, without the Senior Agent’s prior written consent, object to, oppose, take any action or vote in any way so as to directly or indirectly challenge or contest (A) any claim by the Senior Agent or any Senior Lender for allowance in any Insolvency Proceeding of Senior Indebtedness consisting of post-petition interest, fees, or expenses, (B) the validity or the enforceability of the Senior Credit Agreement, the other Senior Loan Documents or the Liens granted to the Senior Agent and the Senior Lenders with respect to the Senior Indebtedness or (C) the rights and duties of the Senior Agent and the Senior Lenders established in the Senior Credit Agreement or any other Senior Loan Document to the extent such rights and duties are not, and/or have not been exercised in a manner, prohibited by any of the terms of this Agreement. (iv) Neither the Senior Agent nor any Senior Lender shall, without the Noteholder Collateral Agent’s prior written consent, object to, oppose, take any action or vote in any way so as to directly or indirectly challenge or contest (A) the validity or the enforceability of the Indenture, the other Indenture Documents or the Liens granted to the Noteholder Collateral Agent and the Noteholders with respect to the Notes Obligations (except as otherwise provided in this Agreement) or (B) the rights and duties of the Noteholder Collateral Agent and the Noteholders established in the Indenture or any other Indenture Document to the extent such rights and duties are not, and/or have not been exercised in a manner, prohibited by any of the terms of this Agreement.

Adequate Protection. (ai) The Notes Collateral Agent, on behalf of itself and the Notes Claimholders, agrees Incremental Term Loan Claimholders agree that none of them shall contest (or support any other Person person contesting): ) (1A) any request by the US Revolving Credit Collateral Agent Facility Claimholders or the Agent, acting on behalf of the Revolving Credit Claimholders Facility Claimholders, for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Facility Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Facility Claimholders claiming a lack of adequate protection. In any Bankruptcy Proceeding, the Incremental Term Loan Claimholders may not, without the express written consent of, or joinder by, the Required Lenders, independently seek adequate protection with in respect to of the Incremental Term Loan Obligations. In the event the Revolving Credit Primary Collateral. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (Facility Claimholders seek or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection with in respect to the Notes Collateral; provided that (A) of Revolving Facility Obligations and such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Collateral is granted in the form of additional collateral (even if such collateral is not collateral, then the Incremental Term Loan Claimholders agree that their rights in respect of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Collateral Agent, Lien on behalf of itself or any of the Notes Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in securing the form of a Lien on the same additional collateral, which Lien will Incremental Term Loan Obligations shall be subordinated (except junior to the extent that the Notes Collateral Agent already had a Lien on rights in respect of such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Facility Obligations and such Cash Collateral use or any DIP Financing (and all Obligations obligations relating thereto) and to any other Liens granted to the Revolving Facility Claimholders (or the Agent or any other agent for the benefit of any or all of the Revolving Facility Claimholders) as adequate protection, in each case on the same basis as the other Liens of the Notes Collateral Agent on Revolving Credit Primary Collateral; and (2) if the Notes Claimholders (or any subset thereof) are granted, or set forth in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests adequate protection with respect to the Notes Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Collateral2.18. (dii) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with Similarly, if the exercise of remedies with respect to Revolving Facility Claimholders and the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or the Notes Incremental Term Loan Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including are granted adequate protection in the form of a cash paymentsuperpriority claim, periodic cash payments or otherwise) and (ii) then the US Revolving Credit Collateral Agent or Incremental Term Loan Claimholders agree that their interest in any such superpriority claim will be junior in all respects to interests of the Revolving Credit Facility Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise)such superpriority claim.

Adequate Protection. (a) The Notes In any Insolvency or Liquidation Proceeding: (i) if any or all of the Revolving Facility Secured Parties are granted adequate protection in the form of additional collateral in connection with any use of DIP Cash Collateral or a DIP Financing and such additional collateral is the type of asset or property that would constitute Revolving Facility First Lien Collateral, then (A) the Term Loan Agent, on behalf of itself or any of the Term Loan Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the Revolving Facility Obligations and such use of DIP Cash Collateral or DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on Revolving Facility First Lien Collateral securing the Term Loan Obligations are so subordinated to the Liens on Revolving Facility First Lien Collateral securing the Revolving Facility Obligations under this Agreement and (B) subject to clause (ii) below, the Revolving Facility Agent, on behalf of itself and the Notes Claimholdersother Revolving Facility Secured Parties, agrees that none of them shall contest (or support any other Person contesting): ) (1) any request by the US Revolving Credit Collateral Term Loan Agent or the Revolving Credit Claimholders any other Term Loan Secured Party for adequate protection with respect pursuant to the Revolving Credit Primary Collateral; provided that preceding clause (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming in support of a lack of request for adequate protection with respect pursuant to the Revolving Credit Primary Collateral.preceding clause (A); and (bii) The US Revolving Credit Collateral Agentin the event the Junior Representative, on behalf of itself or any other Junior Obligations Secured Parties, seeks or requests adequate protection in respect of Junior Obligations and such adequate protection is granted in the form of additional collateral of a type of asset or property that would constitute Senior Obligations Collateral, then the Junior Representative, on behalf of itself and the Revolving Credit Claimholdersother Junior Obligations Secured Parties, agrees that none of them the Senior Representative shall contest (or support any other Person contesting): (1) any request by also be granted a Lien on such additional collateral as security for the Notes Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Collateral; provided Senior Obligations and that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if on such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of collateral securing the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders applicable Junior Obligations shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens collateral securing the Revolving Credit Senior Obligations and such Cash Collateral use or DIP Financing (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Obligations Secured Parties as adequate protection on the same basis as the other Liens of on Senior Obligations Collateral securing the Notes Collateral Agent on Revolving Credit Primary Collateral; and (2) if the Notes Claimholders (or any subset thereof) Junior Obligations are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests adequate protection with respect to the Notes Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be so subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens on Senior Obligations Collateral securing the Notes Senior Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Collateralunder this Agreement. (db) Except as otherwise expressly set forth provided in this Section 2.07, no Junior Obligations Secured Party may seek or in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or the Notes Claimholders from seeking assert any right it may have for adequate protection with respect to their rights of its interest in the Senior Obligations Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in without the form prior written consent of a cash payment, periodic cash payments or otherwise) and (ii) the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise)Senior Representative.

Adequate Protection. (a) The Notes Each Subordinated Collateral Agent, on behalf of itself and the Notes respective Subordinated Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1i) any request by the US Revolving Credit Controlling Collateral Agent or the Revolving Credit any Controlling Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreementprotection; or (2ii) any objection by the US Revolving Credit Controlling Collateral Agent or the Revolving Credit any Controlling Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Controlling Collateral Agent or the Revolving Credit any Controlling Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateralextent not inconsistent with the other terms of this Agreement. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1i) if If the Revolving Credit Controlling Claimholders (or any subset thereof) are granted, or granted adequate protection in the event the US Revolving Credit form of additional collateral in connection with any use of Cash Collateral or DIP Financing, then (A) each Subordinated Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Collateral Agent, on behalf of itself or any of the Notes respective Subordinated Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same such additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Controlling Obligations and such use of Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Subordinated Obligations are so subordinated to the Controlling Obligations and with respect to each other under this Agreement and (B) each of the Notes Collateral Agent on Revolving Credit Primary Collateral; and (2) if the Notes Claimholders (or any subset thereof) are granted, or in the event the Notes Controlling Collateral Agent, on behalf of itself or any of and the Notes Controlling Claimholders, seeks or requests adequate protection with respect to and the Notes Subordinated Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral AgentAgents, on behalf of itself and the Subordinated Claimholders, agrees that none of them shall contest (or support any other Person contesting) (1) any request by any Subordinated Collateral Agent or any of the Revolving Credit Claimholders, may seek or request other Subordinated Claimholder for adequate protection with respect pursuant to its interests the foregoing clause (A) or (2) any motion, relief, action or proceeding in such additional collateral in the form support of a Lien on the same additional collateral, which Lien will be subordinated (except request for adequate protection pursuant to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral foregoing clause (in which case the priorities established by Section 2.1 shall applyA)) to the Liens securing the Notes Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Collateral. (dii) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with The Subordinated Collateral Agents and the exercise of remedies with respect Subordinated Claimholders shall only be permitted to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or the Notes Claimholders from seeking seek adequate protection with respect to their respective rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of: (A) additional collateral, provided that, as adequate protection for the Controlling Obligations, the Controlling Collateral Agent, on behalf of the Controlling Claimholders, is also granted a cash paymentsenior Lien on such additional collateral; (B) replacement Liens on the Collateral, periodic cash payments or otherwiseprovided that, as adequate protection for the Controlling Obligations, the Controlling Collateral Agent, on behalf of the Controlling Claimholders, is also granted senior replacement Liens on the Collateral; (C) an administrative expense claim, provided that, as adequate protection for the Controlling Obligations, the Controlling Collateral Agent, on behalf of the Controlling Claimholders, is also granted an administrative expense claim which is senior and prior to the administrative expense claim of each Subordinated Collateral Agent and the respective Subordinated Claimholders and (iiD) the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Second Lien Obligations only, cash payments with respect to interest on the Second Lien Obligations, provided that (x) as adequate protection for the Controlling Obligations, the Controlling Collateral Agent, on behalf of the Controlling Claimholders, is also granted cash payments with respect to interest on the Controlling Obligations, and (y) such cash payments do not exceed an amount equal to the interest accruing on the aggregate principal amount of the Second Lien Obligations outstanding on the date such relief is granted at the interest rate under the Second Lien Credit Documents and accruing from the date any the Second Lien Collateral Agent is granted such relief. If any Subordinated Claimholder receives Post-Petition Interest and/or adequate protection payments in any Insolvency or Liquidation Proceeding (including the "Subordinated Adequate Protection Payments"), and the Controlling Claimholders do not receive payment in full in cash of all Controlling Obligations (subject to the applicable Cap Amount) upon the effectiveness of the plan of reorganization for, or conclusion of, such Insolvency or Liquidation Proceeding, then, such Subordinated Claimholder shall pay over to the Controlling Collateral Agent an amount (the "Pay-Over Amount") equal to the lesser of (i) the Subordinated Adequate Protection Payments received by such Subordinated Claimholder and (ii) the amount of the short-fall (the "Short-Fall") in payment in full of the Controlling Obligations (subject to the applicable Cap Amount); provided that to the extent any portion of the Short-Fall represents payments received by the Controlling Claimholders in the form of promissory notes, equity or other property, equal in value to the cash paid in respect of the Pay-Over Amount, the Controlling Claimholders shall, upon receipt of the Pay-Over Amount, transfer such promissory notes, equity or other property to the respective Subordinated Collateral Agent in exchange for the Pay-Over Amount. Notwithstanding anything herein to the contrary, the Controlling Claimholders shall not be deemed to have consented to, and expressly retain their rights to object to, any grant of adequate protection in the form of a cash payment, periodic cash payments or otherwiseto the Second Lien Claimholders made pursuant to this Section 6.3(b). (c) Each Subordinated Collateral Agent, for itself and on behalf of the respective Subordinated Claimholders, agrees that notice of a hearing to approve any DIP Financing or use of Cash Collateral on an interim basis shall be adequate if delivered to each Subordinated Collateral Agent at least two Business Days in advance of such hearing and that notice of a hearing to approve any DIP Financing or use of Cash Collateral on a final basis shall be adequate if delivered to each Subordinated Collateral Agent at least 15 days in advance of such hearing.

Adequate Protection. (a) The Notes Each Fixed Asset Collateral Agent, on behalf of itself and the Notes applicable Fixed Asset Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1i) any request by the US Revolving Credit ABL Collateral Agent or the Revolving Credit ABL Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary ABL Priority Collateral and (B) if such additional assets or property shall also constitute Notes Fixed Asset Priority Collateral, (i1) a Lien shall have been created in favor of the Notes Fixed Asset Claimholders in respect of such Collateral and (ii2) the Lien in favor of the Revolving Credit ABL Claimholders shall be subordinated to the extent set forth in this Agreement; or (2ii) any objection by the US Revolving Credit ABL Collateral Agent or the Revolving Credit ABL Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit ABL Collateral Agent or the Revolving Credit ABL Claimholders claiming a lack of adequate protection; provided that if the ABL Collateral Agent is granted adequate protection in the form of additional collateral, the Fixed Asset Collateral Agents and the Fixed Asset Claimholders may seek or request adequate protection in the form of Lien on such additional collateral; it being understood and agreed that (A) if such additional collateral shall also constitute Fixed Asset Priority Collateral, the Lien on such additional collateral in favor of the ABL Collateral Agent shall be subordinate to the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents and (B) if such additional collateral shall also constitute ABL Priority Collateral, the Lien on such additional collateral in favor of the ABL Collateral Agent shall be senior to the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents, in each case with respect to the Revolving Credit Primary Collateralforegoing clauses (A) and (B), to the extent required by this Agreement. (b) The US Revolving Credit ABL Collateral Agent, on behalf of itself and the Revolving Credit ABL Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1i) any request by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Fixed Asset Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Fixed Asset Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary ABL Priority Collateral, (i1) a Lien shall have been created in favor of the Revolving Credit ABL Claimholders in respect of such Collateral and (ii2) the Lien in favor of the Notes Fixed Asset Claimholders shall be subordinated to the extent set forth in this Agreement; or (2ii) any objection by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Controlling Fixed Asset Collateral Agent or the Notes Claimholders claiming a lack of adequate protection; provided that if the Fixed Asset Collateral Agents are granted adequate protection in the form of additional collateral, the ABL Collateral Agent and the ABL Claimholders may seek or request adequate protection in the form of Lien on such additional collateral; it being understood and agreed that (A) if such additional collateral shall also constitute ABL Priority Collateral, the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents shall be subordinate to the Lien on such additional collateral in favor of the ABL Collateral Agent and (B) if such additional collateral shall also constitute Fixed Asset Priority Collateral, the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents shall be senior to the Lien on such additional collateral in favor of the ABL Collateral Agent, in each case with respect to the Notes Collateralforegoing clauses (A) and (B), to the extent required by this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.36.03, in any Insolvency or Liquidation Proceeding: (1i) if the Revolving Credit ABL Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary ABL Priority Collateral in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary ABL Priority Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the Notes Controlling Fixed Asset Collateral Agent, on behalf of itself or any of the Notes Fixed Asset Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit ABL Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Fixed Asset Collateral Agent Agents on Revolving Credit Primary ABL Priority Collateral; and; (2ii) if the Notes Fixed Asset Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Fixed Asset Priority Collateral in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Notes Fixed Asset Priority Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the US Revolving Credit ABL Collateral Agent, on behalf of itself or any of the Revolving Credit ABL Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Fixed Asset Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit ABL Collateral Agent on Notes Fixed Asset Priority Collateral; (iii) in the event the ABL Collateral Agent, on behalf of itself or any of the ABL Claimholders, seeks or requests adequate protection in respect of ABL Priority Collateral and such adequate protection is granted in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Collateral Agent, on behalf of itself and any of the ABL Claimholders, agrees that the Fixed Asset Collateral Agents may also be granted a Lien on the same additional collateral as security for the Fixed Asset Obligations and for any Cash Collateral use or DIP Financing provided by the Fixed Asset Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and any of the applicable Fixed Asset Claimholders, agrees that any Lien on such additional collateral securing the Fixed Asset Obligations shall be subordinated to the Liens on such collateral securing the ABL Obligations, any such use of Cash Collateral or any such DIP Financing provided by the Fixed Asset Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Fixed Asset Claimholders as adequate protection, all on the same basis as the other Liens of the Fixed Asset Collateral Agents on ABL Priority Collateral; and (iv) in the event any Fixed Asset Collateral Agent, on behalf of itself or any of the Fixed Asset Claimholders, seeks or requests adequate protection in respect of Fixed Asset Priority Collateral and such adequate protection is granted in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Priority Collateral), then each Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that the ABL Collateral Agent may also be granted a Lien on the same additional collateral as security for the ABL Obligations and for any Cash Collateral use or DIP Financing provided by the ABL Claimholders, and the ABL Collateral Agent, on behalf of itself and any of the ABL Claimholders, agrees that any Lien on such additional collateral securing the ABL Obligations shall be subordinated to the Liens on such collateral securing the Fixed Asset Obligations, any such use of cash Collateral or any such DIP Financing provided by the ABL Claimholders (and all Obligations relating thereto) and to any other Liens granted to the ABL Claimholders as adequate protection, all on the same basis as the other Liens of the ABL Collateral Agent on Fixed Asset Priority Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 Article 6 or in connection with the exercise of remedies with respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of (i) the Notes Fixed Asset Collateral Agent Agents or the Notes Fixed Asset Claimholders from seeking adequate protection with respect to their rights in the Fixed Asset Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Revolving Credit Fixed Asset Priority Collateral, nothing herein shall limit the rights of the ABL Collateral Agent or the Revolving Credit ABL Claimholders from seeking adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Collateral AgentTrustee, on behalf of itself and the Notes ClaimholdersNoteholders, agrees that none of them shall contest (or support any other Person contesting):) (1a) any request by the US Revolving Credit Collateral Senior Agent or the Revolving Credit Claimholders Senior Lenders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that or (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2b) any objection by the US Revolving Credit Collateral Senior Agent or the Revolving Credit Claimholders Senior Lenders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Senior Agent or the Revolving Credit Claimholders Senior Lenders claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateral. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Collateral. (c) protection. Notwithstanding the foregoing provisions contained in this Section 6.3, in any Insolvency or Liquidation Proceeding: , (1i) if the Revolving Credit Claimholders Senior Lenders (or any subset thereof) are granted, or granted adequate protection in the event form of additional collateral in connection with any DIP Financing or use of its cash collateral under section 363 or section 364 of the US Revolving Credit Collateral AgentBankruptcy Code, then the Trustee, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Collateral Agent, on behalf of itself or any of the Notes ClaimholdersNoteholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a replacement Lien on the same such additional collateral, which Lien will be is subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations Senior Lender Claims and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of securing the Notes Collateral Agent on Revolving Credit Primary Collateral; and Noteholder Claims are so subordinated to the Senior Lender Claims under this Agreement, and (2ii) if the Notes Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral AgentTrustee, on behalf of itself and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then the Trustee, on behalf of itself or any of the Notes ClaimholdersNoteholders, seeks or requests adequate protection with respect to agrees that the Notes Collateral in the form of additional collateral (even if such collateral is not of Senior Agent shall also be granted a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, senior Lien on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in as security for the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent Senior Lender Claims and any such DIP Financing and that the US Revolving Credit Collateral Agent already had a any Lien on such Collateral (in which case additional collateral securing the priorities established by Section 2.1 Noteholder Claims shall apply)) be subordinated to the Liens on such collateral securing the Notes Obligations Senior Lender Claims and any such Cash Collateral use or DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens of securing the US Revolving Credit Collateral Agent on Notes CollateralNoteholder Claims are so subordinated to such Senior Lender Claims under this Agreement. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or the Notes Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and (ii) the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Term Loan Collateral Agent, on behalf of itself and the Notes Term Loan Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Term Loan Primary Collateral, (i) a Lien shall have been created in favor of the Notes Term Loan Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateral. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Collateralprotection; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Term Loan Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Term Loan Claimholders shall be subordinated to the extent set forth in this Agreement. (b) The Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Term Loan Collateral Agent or the Term Loan Claimholders for adequate protection with respect to the Term Loan Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Term Loan Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Term Loan Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Term Loan Collateral Agent or any Notes the Term Loan Claimholders to any motion, relief, action or proceeding based on the Notes Term Loan Collateral Agent or the Notes Term Loan Claimholders claiming a lack of adequate protection; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Collateral and (B) if such additional assets or property shall also constitute Term Loan Primary Collateral, (i) a Lien shall have been created in favor of the Notes CollateralTerm Loan Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the Notes Term Loan Collateral Agent, on behalf of itself or any of the Notes Term Loan Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Term Loan Collateral Agent on Revolving Credit Primary Collateral; and; (2) if the Notes Term Loan Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Term Loan Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Term Loan Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Term Loan Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Term Loan Primary Collateral; (3) in the event the Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of Revolving Credit Primary Collateral and such adequate protection is granted in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral), then the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Term Loan Collateral Agent may also be granted a Lien on the same additional collateral as security for the Term Loan Obligations and for any Cash Collateral use or DIP Financing provided by the Term Loan Claimholders, and the Term Loan Collateral Agent, on behalf of itself and any of the Term Loan Claimholders, agrees that any Lien on such additional collateral securing the Term Loan Obligations shall be subordinated to the Liens on such collateral securing the Revolving Credit Obligations, any such DIP Financing provided by the Term Loan Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Term Loan Claimholders as adequate protection, all on the same basis as the other Liens of the Term Loan Collateral Agent on Revolving Credit Primary Collateral; and (4) in the event the Term Loan Collateral Agent, on behalf of itself or any of the Term Loan Claimholders, seeks or requests adequate protection in respect of Term Loan Primary Collateral and such adequate protection is granted in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Loan Primary Collateral), then the Term Loan Collateral Agent, on behalf of itself and any of the Term Loan Claimholders, agrees that the Revolving Credit Collateral Agent may also be granted a Lien on the same additional collateral as security for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing provided by the Revolving Credit Claimholders, and the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional collateral securing the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing the Term Loan Obligations, any such DIP Financing provided by the Revolving Credit Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Revolving Credit Claimholders as adequate protection, all on the same basis as the other Liens of the Revolving Credit Collateral Agent on Term Loan Primary Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to (i) the Revolving Credit Primary Collateral, nothing herein shall limit the rights of (i) the Notes Term Loan Collateral Agent or the Notes Term Loan Claimholders from seeking adequate protection with respect to their rights in the Term Loan Primary Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Term Loan Primary Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Revolving Credit Primary Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Collateral AgentTrustee, on behalf of itself and the Notes ClaimholdersNoteholders, agrees that none of them shall contest (or support any other Person contesting): ) (1a) any request by the US Revolving Credit Collateral Senior Agent or the Revolving Credit Claimholders Senior Lenders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that or (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2b) any objection by the US Revolving Credit Collateral Senior Agent or the Revolving Credit Claimholders Senior Lenders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Senior Agent or the Revolving Credit Claimholders Senior Lenders claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateral. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Collateral. (c) protection. Notwithstanding the foregoing provisions contained in this Section 6.3, in any Insolvency or Liquidation Proceeding: , (1i) if the Revolving Credit Claimholders Senior Lenders (or any subset thereof) are granted, or granted adequate protection in the event form of additional collateral in connection with any DIP Financing or use of its cash collateral under section 363 or section 364 of the US Revolving Credit Collateral AgentBankruptcy Code, then the Trustee, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Collateral Agent, on behalf of itself or any of the Notes ClaimholdersNoteholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a replacement Lien on the same such additional collateral, which Lien will be is subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations Senior Lender Claims and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of securing the Notes Collateral Agent on Revolving Credit Primary Collateral; and Noteholder Claims are so subordinated to the Senior Lender Claims under this Agreement, and (2ii) if the Notes Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral AgentTrustee, on behalf of itself and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then the Trustee, on behalf of itself or any of the Notes ClaimholdersNoteholders, seeks or requests adequate protection with respect to agrees that the Notes Collateral in the form of additional collateral (even if such collateral is not of Senior Agent shall also be granted a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, senior Lien on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in as security for the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent Senior Lender Claims and any such DIP Financing and that the US Revolving Credit Collateral Agent already had a any Lien on such Collateral (in which case additional collateral securing the priorities established by Section 2.1 Noteholder Claims shall apply)) be subordinated to the Liens on such collateral securing the Notes Obligations Senior Lender Claims and any such Cash Collateral use or DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens of securing the US Revolving Credit Collateral Agent on Notes CollateralNoteholder Claims are so subordinated to such Senior Lender Claims under this Agreement. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or the Notes Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and (ii) the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Fixed Asset Collateral Agent, on behalf of itself and the Notes Fixed Asset Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Fixed Asset Priority Collateral, (i) a Lien shall also have been created in favor of the Notes Fixed Asset Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the Lien in favor of the Fixed Asset Claimholders to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection in any form; provided that if the Revolving Credit Collateral Agent is granted adequate protection in the form of additional or replacement collateral, the Fixed Asset Collateral Agent and the Fixed Asset Claimholders may seek or request adequate protection in the form of Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute Fixed Asset Priority Collateral, the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral Agent shall be subordinate to the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent and (2) if such additional or replacement collateral shall also constitute ABL Collateral, the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral Agent shall be senior to the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent, in each case with respect to the Revolving Credit Primary Collateralforegoing clauses (1) and (2), to the extent required by this Agreement. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Fixed Asset Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Fixed Asset Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Fixed Asset Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary ABL Collateral, (i) a Lien shall also have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Fixed Asset Claimholders shall be subordinated to the Lien in favor of the Revolving Credit Claimholders to the extent set forth in this Agreement; or (2) any objection by the Notes Fixed Asset Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Fixed Asset Collateral Agent or the Notes Claimholders claiming a lack of adequate protection in any form; provided that if the Fixed Asset Collateral Agent is granted adequate protection in the form of additional or replacement collateral, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders may seek or request adequate protection in the form of Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute ABL Collateral, the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent shall be subordinate to the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral Agent and (2) if such additional or replacement collateral shall also constitute Fixed Asset Priority Collateral, the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent shall be senior to the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral Agent, in each case with respect to the Notes Collateralforegoing clauses (1) and (2), to the extent required by this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary ABL Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary ABL Collateral) in connection with any Cash Collateral use or Revolving DIP Financing, then, in either case, then the Notes Fixed Asset Collateral Agent, on behalf of itself or any of the Notes Fixed Asset Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing and granted as adequate protection for the Revolving Credit Obligations and such Cash Collateral use or Revolving DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Fixed Asset Collateral Agent on Revolving Credit Primary ABL Collateral; and; (2) if the Notes Fixed Asset Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Fixed Asset Priority Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Notes Fixed Asset Priority Collateral) in connection with any Cash Collateral use or Fixed Asset DIP Financing, then, in either case, then the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Fixed Asset Obligations and such Cash Collateral use or Fixed Asset DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Fixed Asset Priority Collateral; (3) in the event the Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of ABL Collateral and such adequate protection is granted in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted ABL Collateral), then the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Fixed Asset Collateral Agent shall also be granted a Lien on the same additional or replacement collateral as adequate protection for the Fixed Asset Obligations, and the Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that any Lien on such additional or replacement collateral securing or granted as adequate protection for the Fixed Asset Obligations shall be subordinated to the Liens on such collateral securing the Revolving Credit Obligations and to any other Liens granted to the Revolving Credit Claimholders as adequate protection with respect to the ABL Collateral, all on the same basis as the other Liens of the Fixed Asset Collateral Agent on ABL Collateral; and (4) in the event the Fixed Asset Collateral Agent, on behalf of itself or any of the Fixed Asset Claimholders, seeks or requests adequate protection in respect of Fixed Asset Priority Collateral and such adequate protection is granted in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Priority Collateral), then the Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that the Revolving Credit Collateral Agent may also be granted a Lien on the same additional or replacement collateral as security for the Revolving Credit Obligations, and the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional or replacement collateral securing the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing the Fixed Asset Obligations and to any other Liens granted to the Fixed Asset Claimholders as adequate protection with respect to the Fixed Asset Priority Collateral, all on the same basis as the other Liens of the Revolving Credit Collateral Agent on Fixed Asset Priority Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 6 or in connection with the exercise of remedies with respect to (i) the ABL Collateral, nothing herein shall limit the rights of (i) the Notes Fixed Asset Collateral Agent or the Notes Fixed Asset Claimholders from seeking to seek adequate protection with respect to their rights in the Fixed Asset Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Fixed Asset Priority Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (ai) The Notes Collateral AgentUntil the Payment in Full of the Revolving Obligations, on behalf of itself and in any Insolvency Proceeding involving any Credit Party, the Notes Claimholders, Agent agrees that none of them neither the Notes Agent nor any other Notes Claimholder shall contest (or support any other Person contesting): ) (1A) any request by the US Revolving Credit Collateral Agent or the any other Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall Priority Collateral not seek the creation of any Lien over additional assets prohibited pursuant to this Agreement or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the any other Revolving Credit Claimholders to any motion, relief, action or proceeding brought by any Person other than the Notes Agent or any other Notes Claimholder based on the US Revolving Credit Collateral Agent or the any other Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary Priority Collateral. (bii) The US In any Insolvency Proceeding involving any Credit Party: (A) If any one or more Revolving Claimholders are granted adequate protection in the form of a replacement Lien (on existing or future assets of any Credit Party consisting of Revolving Credit Collateral AgentPriority Collateral) or, on behalf subject to Section 3.1(a), additional collateral consisting of itself and Revolving Credit Priority Collateral, then the Revolving Credit Agent agrees that the Notes Agent shall also be entitled to seek, without objection from the Revolving Claimholders, agrees that none adequate protection in the form of them shall contest a replacement Lien (on such existing or support any other Person contesting):future assets of such Credit Party) or such additional collateral. (1B) any request by In the event that the Notes Collateral Agent or any other Notes Claimholders for are granted adequate protection with respect to the Notes Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of interest in any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Priority Collateral in the form of additional collateral (even if a super-priority administrative expense claim, such collateral is not super-priority administrative expense claim shall be deemed to be subject to the terms and priorities hereunder, meaning for example that the super-priority administrative expense claims for adequate protection of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Collateral Agent, on behalf of itself or any interests of the Notes Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Agent in the form Revolving Credit Priority Collateral shall be junior and not senior to the Revolving Agent’s claim in respect of a Lien on the same additional collateral, which Lien will be subordinated Revolving Credit Priority Collateral. (except to C) To the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Collateral Agent on Revolving Credit Primary Collateral; and (2) if the Notes Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests adequate protection with respect to the Notes Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or the Notes Claimholders prohibited from seeking adequate protection with respect to their rights in Revolving Credit Priority Collateral under this Agreement, the Collateral in any Insolvency or Liquidation Proceeding (including Revolving Agent agrees that it will raise no objection to a request for adequate protection with respect to Revolving Credit Priority Collateral, or similar relief, by the Notes Claimholders in the form of a cash payment, periodic cash payments or otherwise) and payment of interest on the Notes Obligations during the pendency of such Insolvency Proceeding so long as the rate of interest so requested by such Notes Claimholders does not exceed the default rate of interest applicable to the Notes Obligations immediately prior to the commencement of such Insolvency Proceeding (ii) provided that any failure of the US Revolving Credit Collateral Notes Agent or any other Notes Claimholder to obtain such adequate protection shall not impair or otherwise affect the agreements, undertakings and consents of the Notes Agent and the other Notes Claimholders under this Section 3.1(b)). To the extent that the Revolving Credit Agent and the other Revolving Claimholders are not prohibited from seeking adequate protection with respect to their rights in Revolving Credit Priority Collateral under this Agreement, the Collateral in any Insolvency or Liquidation Proceeding (including Notes Agent agrees that it will raise no objection to a request for adequate protection with respect to Revolving Credit Priority Collateral, or similar relief, by the Revolving Claimholders in the form of a cash paymentpayment of interest on the Revolving Priority Obligations during the pendency of such Insolvency Proceeding so long as the rate of interest so requested by such Revolving Claimholders does not exceed the default rate of interest applicable to the Revolving Obligations immediately prior to the commencement of such Insolvency Proceeding (provided that any failure of the Revolving Agent or any other Revolving Claimholder to obtain such adequate protection shall not impair or otherwise affect the agreements, periodic cash payments or otherwiseundertakings and consents of the Revolving Agent and the other Revolving Claimholders under this Section 3.1(b)).

Adequate Protection. (a) The Notes Each Term Loan Collateral Agent, on behalf of itself and the Notes applicable Term Loan Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Term Loan Priority Collateral, (i) a Lien shall have been created in favor of the Notes Term Loan Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders on such Term Loan Priority Collateral shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral; provided that if the Revolving Credit Primary Collateral Agent is granted adequate protection in the form of additional or replacement collateral, the Term Loan Collateral Agents and the Term Loan Claimholders may seek or request adequate protection in the form of a Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute Term Loan Priority Collateral, the Lien on such additional or replacement collateral that constitutes Term Loan Priority Collateral in favor of or providing adequate protection for the Revolving Credit Collateral Agent shall be subordinate to the Lien on such Term Loan Priority Collateral in favor of or providing adequate protection for the Term Loan Collateral Agents and (2) if such additional or replacement collateral shall also constitute ABL Priority Collateral, the Lien on such additional or replacement collateral that constitutes ABL Priority Collateral in favor of or providing adequate protection for the Revolving Credit Collateral Agent shall be senior to the Lien on such ABL Priority Collateral in favor of or providing adequate protection for the Term Loan Collateral Agents, in each case with respect to the foregoing clauses (1) and (2), to the extent required by this Agreement. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Controlling Term Loan Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Term Loan Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Term Loan Facility Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary ABL Priority Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Term Loan Claimholders on such ABL Priority Collateral shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Controlling Term Loan Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Controlling Term Loan Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Term Loan Priority Collateral; provided that if the Term Loan Collateral Agents are granted adequate protection in the form of additional or replacement collateral, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders may seek or request adequate protection in the form of Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute ABL Priority Collateral, the Lien on such additional or replacement collateral that constitutes ABL Priority Collateral in favor of or providing adequate protection for the Term Loan Collateral Agents shall be subordinate to the Lien on such ABL Priority Collateral in favor of and providing adequate protection for the Revolving Credit Collateral Agent and (2) if such additional or replacement collateral shall also constitute Term Loan Priority Collateral, the Lien on such additional or replacement collateral that constitutes Term Loan Priority Collateral in favor of or providing adequate protection for the Term Loan Collateral Agents shall be senior to the Lien on such Term Loan Priority Collateral in favor of or providing adequate protection for the Revolving Credit Collateral Agent, in each case with respect to the foregoing clauses (1) and (2), to the extent required by this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary ABL Priority Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary ABL Priority Collateral) in connection with any Cash Collateral use or DIP Financing or Term Loan DIP Financing, then, in either case, then the Notes Controlling Term Loan Collateral Agent, on behalf of itself or any of the Notes Term Loan Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional or replacement collateral, which Lien on any assets that constitute ABL Priority Collateral will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing or providing adequate protection for the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Term Loan Collateral Agent Agents on Revolving Credit Primary ABL Priority Collateral; and; (2) if the Notes Term Loan Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Term Loan Priority Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Notes Term Loan Priority Collateral) in connection with any Cash Collateral use or DIP Financing or Term Loan DIP Financing, then, in either case, then the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional or replacement collateral, which Lien on any assets that constitute Term Loan Priority Collateral will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing or providing adequate protection for the Notes Term Loan Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Term Loan Priority Collateral; (3) in the event the Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of ABL Priority Collateral and such adequate protection is granted in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Term Loan Collateral Agents may also be granted a Lien on the same additional or replacement collateral as adequate protection for the Term Loan Obligations and for any Cash Collateral use or DIP Financing or Term Loan DIP Financing provided by the Term Loan Claimholders, and each Term Loan Collateral Agent, on behalf of itself and any of the applicable Term Loan Claimholders, agrees that any Lien on such additional or replacement collateral that constitutes ABL Priority Collateral securing or providing adequate protection for the Term Loan Obligations shall be subordinated to the Liens on such collateral securing or providing adequate protection for the Revolving Credit Obligations in connection with any such use of Cash Collateral or any such DIP Financing or Term Loan DIP Financing provided by the Term Loan Claimholders (and all Obligations relating thereto), all on the same basis as the other Liens of the Term Loan Collateral Agents on ABL Priority Collateral; and (4) in the event any Term Loan Collateral Agent, on behalf of itself or any of the Term Loan Claimholders, seeks or requests adequate protection in respect of Term Loan Priority Collateral and such adequate protection is granted in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Term Loan Priority Collateral), then each Term Loan Collateral Agent, on behalf of itself and any of the Term Loan Claimholders, agrees that the Revolving Credit Collateral Agent may also be granted a Lien on the same additional or replacement collateral as adequate protection for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing or Term Loan DIP Financing provided by the Revolving Credit Claimholders, and the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional or replacement collateral that constitutes Term Loan Priority Collateral securing or providing adequate protection for the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing or providing adequate protection for the Term Loan Obligations in connection with any such use of cash Collateral or any such DIP Financing or Term Loan DIP Financing provided by the Revolving Credit Claimholders (and all Obligations relating thereto), all on the same basis as the other Liens of the Revolving Credit Collateral Agent on Term Loan Priority Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 6 or in connection with the exercise of remedies with respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of (i) the Notes Term Loan Collateral Agent Agents or the Notes Term Loan Claimholders from seeking adequate protection with respect to their rights in the Term Loan Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments payments, administrative claims or otherwiseotherwise (other than from the proceeds of ABL Priority Collateral)) and or (ii) the US Term Loan Priority Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments payments, administrative claims or otherwiseotherwise (other than from the proceeds of Term Loan Priority Collateral)).

Adequate Protection. (a) The Notes Term Loan Collateral Agent, on behalf of itself and the Notes Term Loan Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US any Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Term Loan Collateral, (i) a Lien shall have been created in favor of the Notes Term Loan Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US any Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US such Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateral. (b) The US Each Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by either the Notes First Lien Term Loan Collateral Agent or the Second Lien Term Loan Collateral Agent or any Notes Term Loan Claimholders for adequate protection with respect to the Notes Term Loan Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Term Loan Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Term Loan Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by either the Notes First Lien Term Loan Collateral Agent or the Second Lien Term Loan Collateral Agent or any Notes Term Loan Claimholders to any motion, relief, action or proceeding based on the Notes Term Loan Collateral Agent or the Notes Term Loan Claimholders claiming a lack of adequate protection with respect to the Notes Term Loan Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral AgentAgents, on behalf of itself themselves or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Term Loan Collateral Agent, on behalf of itself or any of the Notes Term Loan Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Term Loan Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Term Loan Collateral Agent on Revolving Credit Primary Collateral; and (2) if the Notes Term Loan Claimholders (or any subset thereof) are granted, or in the event the Notes Term Loan Collateral Agent, on behalf of itself or any of the Notes Term Loan Claimholders, seeks or requests adequate protection with respect to the Notes Term Loan Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Term Loan Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US any Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent Agents already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Term Loan Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent Agents on Notes Term Loan Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Term Loan Collateral Agent or the Notes Term Loan Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and (ii) the US Revolving Credit Collateral Agent Agents or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Term Loan Collateral Agent, on behalf of itself and the Notes Term Loan Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien iien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Term Loan Primary Collateral, (i) a Lien shall have been created in favor of the Notes Term Loan Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateral. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Collateralprotection; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Term Loan Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Term Loan Claimholders shall be subordinated to the extent set forth in this Agreement. (b) The Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Term Loan Collateral Agent or the Term Loan Claimholders for adequate protection with respect to the Term Loan Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Term Loan Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Term Loan Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Term Loan Collateral Agent or any Notes the Term Loan Claimholders to any motion, relief, action or proceeding based on the Notes Term Loan Collateral Agent or the Notes Term Loan Claimholders claiming a lack of adequate protection; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Collateral and (B) if such additional assets or property shall also constitute Term Loan Primary Collateral, (i) a Lien shall have been created in favor of the Notes CollateralTerm Loan Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the Notes Term Loan Collateral Agent, on behalf of itself or any of the Notes Term Loan Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Term Loan Collateral Agent on Revolving Credit Primary Collateral; and; (2) if the Notes Term Loan Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Term Loan Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Term Loan Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Term Loan Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Term Loan Primary Collateral; (3) in the event the Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of Revolving Credit Primary Collateral and such adequate protection is granted in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral), then the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Term Loan Collateral Agent may also be granted a Lien on the same additional collateral as security for the Term Loan Obligations and for any Cash Collateral use or DIP Financing provided by the Term Loan Claimholders, and the Term Loan Collateral Agent, on behalf of itself and any of the Term Loan Claimholders, agrees that any Lien on such additional collateral securing the Term Loan Obligations shall be subordinated to the Liens on such collateral securing the Revolving Credit Obligations, any such DIP Financing provided by the Term Loan Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Term Loan Claimholders as adequate protection, all on the same basis as the other Liens of the Term Loan Collateral Agent on Revolving Credit Primary Collateral; and (4) in the event the Term Loan Collateral Agent, on behalf of itself or any of the Term Loan Claimholders, seeks or requests adequate protection in respect of Term Loan Primary Collateral and such adequate protection is granted in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Loan Primary Collateral), then the Term Loan Collateral Agent, on behalf of itself and any of the Term Loan Claimholders, agrees that the Revolving Credit Collateral Agent may also be granted a Lien on the same additional collateral as security for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing provided by the Revolving Credit Claimholders, and the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional collateral securing the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing the Term Loan Obligations, any such DIP Financing provided by the Revolving Credit Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Revolving Credit Claimholders as adequate protection, all on the same basis as the other Liens of the Revolving Credit Collateral Agent on Term Loan Primary Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to (i) the Revolving Credit Primary Collateral, nothing herein shall limit the rights of (i) the Notes Term Loan Collateral Agent or the Notes Term Loan Claimholders from seeking adequate protection with respect to their rights in the Term Loan Primary Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Term Loan Primary Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Revolving Credit Primary Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Each Notes Collateral Agent, on behalf of itself and the applicable Notes ClaimholdersClaim-holders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit any Priority Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) if such adequate protection claim shall not seek seeks the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes CollateralGrantor, (i) then a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien created in favor of the Revolving Credit Notes Claimholders shall always be subordinated subordinate to the Liens created in favor of the Priority Claimholders, as applicable, to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit any Priority Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Priority Collateral Agent Agent’s or the Revolving Credit Claimholders Priority Claimholders’ claiming a lack of adequate protection; provided that if a Priority Collateral Agent is granted adequate protection with respect to in the Revolving Credit Primary Collateral. (b) The US Revolving Credit Collateral Agentform of additional collateral, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Agents and the Notes Claimholders for may seek or request adequate protection with respect to in the Notes Collateralform of Lien on such additional collateral; provided that (A) such adequate protection claim shall not seek the creation of it being understood and agreed that, any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall always be subordinated subordinate to the Liens created in favor of the Priority Claimholders, as applicable, to the extent set forth in required by this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Collateral. (cb) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Priority Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary Collateral (other than any ABL Foreign Collateral) in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral, as applicable) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the Controlling Notes Collateral Agent, on behalf of itself or any of the Notes ClaimholdersClaim-holders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing and providing adequate protection for the Revolving Credit Priority Obligations and such Cash Collateral use or DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens of the Notes Collateral Agent Agents on Revolving Credit Primary Collateral, as applicable; and (2) if the Notes Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes any Collateral in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit then each Priority Collateral Agent, on behalf of itself or and any of the Revolving Credit applicable Priority Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien Lien, in the case of each of the Priority Obligations, will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) senior to the Liens securing and providing adequate protection for the Notes Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Priority Collateral Agent Agents on Notes the Collateral. (dc) Except as otherwise expressly set forth in this Section or in Section 6.1 6 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent Agents or the Notes Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and (ii) the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Each Fixed Asset Collateral Agent, on behalf of itself and the Notes applicable Fixed Asset Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Fixed Asset Collateral, (i) a Lien shall have been created in favor of the Notes Fixed Asset Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders on such Fixed Asset Collateral shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the ABL Collateral; provided that if the Revolving Credit Primary Collateral Agent is granted adequate protection in the form of additional collateral, the Fixed Asset Collateral Agents and the Fixed Asset Claimholders may seek or request adequate protection in the form of a Lien on such additional collateral; it being understood and agreed that (1) if such additional collateral shall also constitute Fixed Asset Collateral, the Lien on such additional collateral that constitutes Fixed Asset Collateral in favor of and providing adequate protection for the Revolving Credit Collateral Agent shall be subordinate to the Lien on such Fixed Asset Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents and (2) if such additional collateral shall also constitute ABL Collateral, the Lien on such additional collateral that constitutes ABL Collateral in favor of or providing adequate protection for the Revolving Credit Collateral Agent shall be senior to the Lien on such ABL Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents, in each case with respect to the foregoing clauses (1) and (2), to the extent required by this Agreement. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Fixed Asset Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Fixed Asset Facility Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary ABL Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Fixed Asset Claimholders on such ABL Collateral shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Controlling Fixed Asset Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Fixed Asset Collateral; provided that if the Fixed Asset Collateral Agents are granted adequate protection in the form of additional collateral, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders may seek or request adequate protection in the form of a Lien on such additional collateral; it being understood and agreed that (1) if such additional collateral shall also constitute ABL Collateral, the Lien on such additional collateral that constitutes ABL Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents shall be subordinate to the Lien on such ABL Collateral in favor of and providing adequate protection for the Revolving Credit Collateral Agent and (2) if such additional collateral shall also constitute Fixed Asset Collateral, the Lien on such additional collateral that constitutes Fixed Asset Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents shall be senior to the Lien on such Fixed Asset Collateral in favor of or providing adequate protection for the Revolving Credit Collateral Agent, in each case with respect to the foregoing clauses (1) and (2), to the extent required by this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary ABL Collateral in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary ABL Collateral) in connection with any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing, then, in either case, then the Notes Controlling Fixed Asset Collateral Agent, on behalf of itself or any of the Notes Fixed Asset Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien on any assets that constitute ABL Collateral will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing or providing adequate protection for the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Fixed Asset Collateral Agent Agents on Revolving Credit Primary ABL Collateral; and; (2) if the Notes Fixed Asset Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Fixed Asset Collateral in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Notes Fixed Asset Collateral) in connection with any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing, then, in either case, then the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien on any assets that constitute Fixed Asset Collateral will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing or providing adequate protection for the Notes Fixed Asset Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Fixed Asset Collateral; (3) in the event the Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of ABL Collateral and such adequate protection is granted in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted ABL Collateral), then the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Fixed Asset Collateral Agents may also be granted a Lien on the same additional collateral as adequate protection for the Fixed Asset Obligations and for any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing provided by the Fixed Asset Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and any of the applicable Fixed Asset Claimholders, agrees that any Lien on such additional collateral that constitutes ABL Collateral securing or providing adequate protection for the Fixed Asset Obligations shall be subordinated to the Liens on such collateral securing or providing adequate protection for the Revolving Credit Obligations in connection with any such use of Cash Collateral or any such DIP Financing or Fixed Asset DIP Financing provided by the Fixed Asset Claimholders (and all Obligations relating thereto), all on the same basis as the other Liens of the Fixed Asset Collateral Agents on ABL Collateral; and (4) in the event any Fixed Asset Collateral Agent, on behalf of itself or any of the Fixed Asset Claimholders, seeks or requests adequate protection in respect of Fixed Asset Collateral and such adequate protection is granted in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Collateral), then each Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that the Revolving Credit Collateral Agent may also be granted a Lien on the same additional collateral as adequate protection for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing provided by the Revolving Credit Claimholders, and the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional collateral that constitutes Fixed Asset Collateral securing or providing adequate protection for the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing or providing adequate protection for the Fixed Asset Obligations in connection with any such use of cash Collateral or any such DIP Financing or Fixed Asset DIP Financing provided by the Revolving Credit Claimholders (and all Obligations relating thereto), all on the same basis as the other Liens of the Revolving Credit Collateral Agent on Fixed Asset Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 6 or in connection with the exercise of remedies with respect to (i) the ABL Collateral, nothing herein shall limit the rights of (i) the Notes Fixed Asset Collateral Agent Agents or the Notes Fixed Asset Claimholders from seeking adequate protection with respect to their rights in the Fixed Asset Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from the ABL Collateral) and or (ii) the US Fixed Asset Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the ABL Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from the Fixed Asset Collateral).

Adequate Protection. (a) The Notes Collateral Each Term Loan Agent, on behalf of itself and each of the Notes other Term Loan Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US any Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the any Revolving Credit Primary Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US any Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent Agents or the other Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary Priority Collateral. (b) The US Each Revolving Credit Collateral Agent, on behalf of itself and each of the other Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral any Term Loan Agent or any Notes Claimholders for adequate protection with respect to the Notes any Term Loan Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral any Term Loan Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent Term Loan Agents or the Notes any other Term Loan Claimholders claiming a lack of adequate protection with respect to the Notes Term Loan Priority Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks Agents or requests any of the other Revolving Credit Claimholders is granted adequate protection with in respect to the of Revolving Credit Primary Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Priority Collateral) in connection with ), then each Revolving Credit Agent, on behalf of itself and the other Revolving Credit Claimholders, agrees that the Term Loan Agents and the other Term Loan Claimholders may also be granted a Lien on the same additional collateral as security for the Term Loan Obligations and for any Cash Collateral use or DIP FinancingFinancing provided by any Term Loan Claimholders, then, in either case, the Notes Collateral and each Term Loan Agent, on behalf of itself or and each other Term Loan Claimholder, agrees that any of the Notes Claimholders, may seek or request adequate protection with respect to its interests in Lien on such additional collateral in securing the form of a Lien on the same additional collateralTerm Loan Obligations, which Lien will shall be subordinated (except to the extent that the Notes Collateral Agent Term Loan Agents or any other Term Loan Claimholders already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens on such collateral securing the Revolving Credit Obligations and such any Cash Collateral use or DIP Financing provided by any Revolving Credit Claimholders (and all Obligations relating thereto) ), all on the same basis as the other Liens of the Notes Collateral Agent Term Loan Agents and the other Term Loan Claimholders on the Revolving Credit Primary Priority Collateral; and (2) if the Notes Claimholders (or any subset thereof) are granted, or in the event any of the Notes Collateral Agent, on behalf of itself Term Loan Agents or any of the Notes Claimholders, seeks or requests other Term Loan Claimholders is granted adequate protection with in respect to the Notes of Term Loan Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Term Loan Priority Collateral) in connection with ), then each Term Loan Agent, on behalf of itself and the other Term Loan Claimholders, agrees that the Revolving Credit Agents and the other Revolving Credit Claimholders may also be granted a Lien on the same additional collateral as security for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing, then, in either case, the US Financing provided by any Revolving Credit Collateral Claimholders, and each Revolving Credit Agent, on behalf of itself or and each other Revolving Credit Claimholder, agrees that any of Lien on such additional collateral securing the Revolving Credit ClaimholdersObligations, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will shall be subordinated (except to the extent that the US Revolving Credit Collateral Agent Agents or any other Revolving Credit Claimholders already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens on such collateral securing the Notes Term Loan Obligations and such any Cash Collateral use or DIP Financing provided by any Term Loan Claimholders (and all Obligations relating thereto) ), all on the same basis as the other Liens of the US Revolving Credit Collateral Agent Agents and the other Revolving Credit Claimholders on Notes the Term Loan Priority Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to (i) the Revolving Credit Priority Collateral, nothing herein shall limit the rights right of (i) the Notes Collateral Agent or Term Loan Agents and the Notes other Term Loan Claimholders from seeking to seek adequate protection with respect to their rights in the Term Loan Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Revolving Credit Collateral Agent or Term Loan Priority Collateral, nothing herein shall limit the right of the Revolving Credit Agents and the other Revolving Credit Claimholders from seeking to seek adequate protection with respect to their rights in the Revolving Credit Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The In any Insolvency Proceeding involving a Grantor, each of Revolving Agent, Revolving Claimholders, Notes Collateral Agent, on behalf of itself Agent and the Notes Claimholders, Claimholders agrees that none of them shall it will not contest (or support any other Person person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateral. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection Claimholder, with respect to the Notes Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Priority Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated prior to the extent set forth in this Agreement; or (2) any objection by the Discharge of Notes Collateral Obligations or Revolving Agent or any Notes Claimholders to any motionRevolving Claimholder, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Collateral. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Priority Collateral in prior to the form Discharge of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, thenObligations, in either each case, the Notes Collateral Agentfor adequate protection. (b) Subject to Sections 6.1 and 6.3, on behalf of itself or and other provisions hereof, in any of the Notes ClaimholdersInsolvency Proceeding involving a Grantor, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the i) Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Collateral Agent on Revolving Credit Primary Collateral; and (2) if the Notes Claimholders (or any subset thereof) are grantedmay seek, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes without objection from Revolving Claimholders, seeks or requests adequate protection with respect to the Notes Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or the Notes Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash paymentNotes Priority Collateral, periodic cash payments or otherwise) and (ii) the US Revolving Credit Collateral Agent or and the Revolving Credit Claimholders may seek, without objection from seeking Notes Claimholders, adequate protection with respect to their rights in the Revolving Priority Collateral; provided that if any of Notes Collateral in any Insolvency Agent, the Notes Claimholders, the Revolving Agent or Liquidation Proceeding (including the Revolving Claimholders are granted adequate protection in the form of a cash paymentreplacement Lien (on existing or future assets of Grantors), periodic cash payments claim, payment or otherwise), such replacement Lien or other adequate protection shall be subject to the terms of this Agreement. (c) Neither Notes Collateral Agent nor any other Notes Claimholder shall object to, oppose, or challenge any claim by Revolving Agent or any Revolving Claimholder for allowance in any Insolvency Proceeding of Revolving Obligations consisting of post-petition interest, fees, or expenses. (d) Neither Revolving Agent nor any other Revolving Claimholder shall object to, oppose, or challenge any claim by Notes Collateral Agent or any Notes Claimholder for allowance in any Insolvency Proceeding of Notes Obligations consisting of post-petition interest, fees, or expenses.

Adequate Protection. (a) The Notes Term Loan Collateral Agent, on behalf of itself and the Notes Term Loan Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Term Loan Primary Collateral, (i) a Lien shall have been created in favor of the Notes Term Loan Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateral. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Collateralprotection; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Term Loan Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Term Loan Claimholders shall be subordinated to the extent set forth in this Agreement. (b) The Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Term Loan Collateral Agent or the Term Loan Claimholders for adequate protection with respect to the Term Loan Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Term Loan Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Term Loan Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Term Loan Collateral Agent or any Notes the Term Loan Claimholders to any motion, relief, action or proceeding based on the Notes Term Loan Collateral Agent or the Notes Term Loan Claimholders claiming a lack of adequate protection; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Collateral and (B) if such additional assets or property shall also constitute Term Loan Primary Collateral, (i) a Lien shall have been created in favor of the Notes CollateralTerm Loan Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the Notes Term Loan Collateral Agent, on behalf of itself or any of the Notes Term Loan Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Term Loan Collateral Agent on Revolving Credit Primary Collateral; and; (2) if the Notes Term Loan Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Term Loan Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Term Loan Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Term Loan Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Term Loan Primary Collateral; (3) in the event the Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of Revolving Credit Primary Collateral and such adequate protection is granted in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral), then the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Term Loan Collateral Agent may also be granted a Lien on .the same additional collateral as security for the Term Loan Obligations and for any Cash Collateral use or DIP Financing provided by the Term Loan Claimholders, and the Term Loan Collateral Agent, on behalf of itself and any of the Term Loan Claimholders, agrees that any Lien on such additional collateral securing the Term Loan Obligations shall be subordinated to the Liens on such collateral securing the Revolving Credit Obligations, any such DIP Financing provided by the Term Loan Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Term Loan Claimholders as adequate protection, all on the same basis as the other Liens of the Term Loan Collateral Agent on Revolving Credit Primary Collateral; and (4) in the event the Term Loan Collateral Agent, on behalf of itself or any of the Term Loan Claimholders, seeks or requests adequate protection in respect of Term Loan Primary Collateral and such adequate protection is granted in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Term Loan Primary Collateral), then the Term Loan Collateral Agent, on behalf of itself and any of the Term Loan Claimholders, agrees that the Revolving Credit Collateral Agent may also be granted a Lien on the same additional collateral as security for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing provided by the Revolving Credit Claimholders, and the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional collateral securing the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing the Term Loan Obligations, any such DIP Financing provided by the Revolving Credit Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Revolving Credit Claimholders as adequate protection, all on the same basis as the other Liens of the Revolving Credit Collateral Agent on Term Loan Primary Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to (i) the Revolving Credit Primary Collateral, nothing herein shall limit the rights of (i) the Notes Term Loan Collateral Agent or the Notes Term Loan Claimholders from seeking adequate protection with respect to their rights in the Term Loan Primary Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Term Loan Primary Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the ‘Revolving Credit Primary Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Each Fixed Asset Collateral Agent, on behalf of itself and the Notes applicable Fixed Asset Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Fixed Asset Collateral, (i) a Lien shall have been created in favor of the Notes Fixed Asset Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection; provided that if the Revolving Credit Collateral Agent is granted adequate protection in the form of additional collateral, the Fixed Asset Collateral Agents and the Fixed Asset Claimholders may seek or request adequate protection in the form of Lien on such additional collateral; it being understood and agreed that (1) if such additional collateral shall also constitute Fixed Asset Collateral, the Lien on such additional collateral in favor of the Revolving Credit Collateral Agent shall be subordinate to the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents and (2) if such additional collateral shall also constitute ABL Collateral, the Lien on such additional collateral in favor of the Revolving Credit Collateral Agent shall be senior to the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents, in each case with respect to the Revolving Credit Primary Collateralforegoing clauses (1) and (2), to the extent required by this Agreement. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Fixed Asset Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Fixed Asset Facility Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary ABL Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Fixed Asset Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Controlling Fixed Asset Collateral Agent or the Notes Claimholders claiming a lack of adequate protection; provided that if the Fixed Asset Collateral Agents are granted adequate protection in the form of additional collateral, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders may seek or request adequate protection in the form of Lien on such additional collateral; it being understood and agreed that (1) if such additional collateral shall also constitute ABL Collateral, the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents shall be subordinate to the Lien on such additional collateral in favor of the Revolving Credit Collateral Agent and (2) if such additional collateral shall also constitute Fixed Asset Collateral, the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents shall be senior to the Lien on such additional collateral in favor of the Revolving Credit Collateral Agent, in each case with respect to the Notes Collateralforegoing clauses (1) and (2), to the extent required by this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary ABL Collateral (other than any ABL Foreign Collateral) in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary ABL Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the Notes Controlling Fixed Asset Collateral Agent, on behalf of itself or any of the Notes Fixed Asset Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Fixed Asset Collateral Agent Agents on Revolving Credit Primary ABL Collateral; and; (2) if the Notes Fixed Asset Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Fixed Asset Collateral in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Notes Fixed Asset Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Fixed Asset Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Fixed Asset Collateral; (3) in the event the Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of ABL Collateral (other than ABL foreign Collateral) and such adequate protection is granted in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted ABL Collateral), then the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Fixed Asset Collateral Agents may also be granted a Lien on the same additional collateral as security for the Fixed Asset Obligations and for any Cash Collateral use or DIP Financing provided by the Fixed Asset Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and any of the applicable Fixed Asset Claimholders, agrees that any Lien on such additional collateral securing the Fixed Asset Obligations shall be subordinated to the Liens on such collateral securing the Revolving Credit Obligations, any such use of Cash Collateral or any such DIP Financing provided by the Fixed Asset Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Fixed Asset Claimholders as adequate protection, all on the same basis as the other Liens of the Fixed Asset Collateral Agents on ABL Collateral; and (4) in the event any Fixed Asset Collateral Agent, on behalf of itself or any of the Fixed Asset Claimholders, seeks or requests adequate protection in respect of Fixed Asset Collateral and such adequate protection is granted in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Collateral), then each Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that the Revolving Credit Collateral Agent may also be granted a Lien on the same additional collateral as security for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing provided by the Revolving Credit Claimholders, and the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional collateral securing the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing the Fixed Asset Obligations, any such use of cash Collateral or any such DIP Financing provided by the Revolving Credit Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Revolving Credit Claimholders as adequate protection, all on the same basis as the other Liens of the Revolving Credit Collateral Agent on Fixed Asset Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 6 or in connection with the exercise of remedies with respect to (i) the ABL Collateral, nothing herein shall limit the rights of (i) the Notes Fixed Asset Collateral Agent Agents or the Notes Fixed Asset Claimholders from seeking adequate protection with respect to their rights in the Fixed Asset Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Fixed Asset Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the ABL Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Each Fixed Asset Collateral Agent, on behalf of itself and the Notes applicable Fixed Asset Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Fixed Asset Collateral, (i) a Lien shall have been created in favor of the Notes Fixed Asset Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection; provided that if the Revolving Credit Collateral Agent is granted adequate protection in the form of additional collateral, the Fixed Asset Collateral Agents and the Fixed Asset Claimholders may seek or request adequate protection in the form of Lien on such additional collateral; it being understood and agreed that (1) if such additional collateral shall also constitute Fixed Asset Collateral, the Lien on such additional collateral in favor of the Revolving Credit Collateral Agent shall be subordinate to the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents and (2) if such additional collateral shall also constitute ABL Collateral, the Lien on such additional collateral in favor of the Revolving Credit Collateral Agent shall be senior to the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents, in each case with respect to the Revolving Credit Primary Collateralforegoing clauses (1) and (2), to the extent required by this Agreement. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Fixed Asset Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Fixed Asset Facility Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary ABL Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Fixed Asset Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Controlling Fixed Asset Collateral Agent or the Notes Claimholders claiming a lack of adequate protection; provided that if the Fixed Asset Collateral Agents are granted adequate protection in the form of additional collateral, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders may seek or request adequate protection in the form of Lien on such additional collateral; it being understood and agreed that (1) if such additional collateral shall also constitute ABL Collateral, the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents shall be subordinate to the Lien on such additional collateral in favor of the Revolving Credit Collateral Agent and (2) if such additional collateral shall also constitute Fixed Asset Collateral, the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents shall be senior to the Lien on such additional collateral in favor of the Revolving Credit Collateral Agent, in each case with respect to the Notes Collateralforegoing clauses (1) and (2), to the extent required by this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary ABL Collateral (other than any ABL Foreign Collateral) in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary ABL Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the Notes Controlling Fixed Asset Collateral Agent, on behalf of itself or any of the Notes Fixed Asset Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Fixed Asset Collateral Agent Agents on Revolving Credit Primary ABL Collateral; and; (2) if the Notes Fixed Asset Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Fixed Asset Collateral in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Notes Fixed Asset Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Fixed Asset Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Fixed Asset Collateral; (3) in the event the Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of ABL Collateral (other than ABL Foreign Collateral) and such adequate protection is granted in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted ABL Collateral), then the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Fixed Asset Collateral Agents may also be granted a Lien on the same additional collateral as security for the Fixed Asset Obligations and for any Cash Collateral use or DIP Financing provided by the Fixed Asset Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and any of the applicable Fixed Asset Claimholders, agrees that any Lien on such additional collateral securing the Fixed Asset Obligations shall be subordinated to the Liens on such collateral securing the Revolving Credit Obligations, any such use of Cash Collateral or any such DIP Financing provided by the Fixed Asset Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Fixed Asset Claimholders as adequate protection, all on the same basis as the other Liens of the Fixed Asset Collateral Agents on ABL Collateral; and (4) in the event any Fixed Asset Collateral Agent, on behalf of itself or any of the Fixed Asset Claimholders, seeks or requests adequate protection in respect of Fixed Asset Collateral and such adequate protection is granted in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Collateral), then each Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that the Revolving Credit Collateral Agent may also be granted a Lien on the same additional collateral as security for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing provided by the Revolving Credit Claimholders, and the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional collateral securing the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing the Fixed Asset Obligations, any such use of cash Collateral or any such DIP Financing provided by the Revolving Credit Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Revolving Credit Claimholders as adequate protection, all on the same basis as the other Liens of the Revolving Credit Collateral Agent on Fixed Asset Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 6 or in connection with the exercise of remedies with respect to (i) the ABL Collateral, nothing herein shall limit the rights of (i) the Notes Fixed Asset Collateral Agent Agents or the Notes Fixed Asset Claimholders from seeking adequate protection with respect to their rights in the Fixed Asset Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Fixed Asset Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the ABL Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Each Notes Collateral Agent, on behalf of itself and the applicable Notes Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral ABL Administrative Agent or the Revolving Credit ABL Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary ABL Priority Collateral and (B) if such additional assets or property shall also constitute Notes Priority Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien thereon in favor of the Revolving Credit ABL Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral ABL Administrative Agent or the Revolving Credit ABL Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral ABL Administrative Agent or the Revolving Credit ABL Claimholders claiming a lack of adequate protection; provided that if the ABL Administrative Agent is granted adequate protection in the form of a Lien on additional or replacement collateral, the Notes Collateral Agents and the Notes Claimholders may seek or request adequate protection in the form of a Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute Notes Priority Collateral, the Lien on such additional or replacement collateral in favor of the ABL Administrative Agent shall be subordinate to all Liens on such additional or replacement collateral in favor of the Notes Collateral Agents and (2) if such additional or replacement collateral shall also constitute ABL Priority Collateral, the Lien on such additional or replacement collateral in favor of the ABL Administrative Agent shall be senior to all Liens on such additional or replacement collateral in favor of the Notes Collateral Agents, in each case with respect to the Revolving Credit Primary Collateralforegoing clauses (1) and (2), to the extent required by this Agreement. (b) The US Revolving Credit Collateral ABL Administrative Agent, on behalf of itself and the Revolving Credit ABL Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Controlling Notes Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Priority Collateral and or (B) if such additional assets or property shall also constitute Revolving Credit Primary ABL Priority Collateral, (i) a Lien shall have been created in favor of the Revolving Credit ABL Claimholders in respect of such Collateral and (ii) the Lien thereon in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Controlling Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Controlling Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection; provided that if the Notes Collateral Agents are granted adequate protection in the form of a Lien on additional or replacement collateral, the ABL Administrative Agent and the ABL Claimholders may seek or request adequate protection in the form of a Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute ABL Priority Collateral, the Lien on such additional or replacement collateral in favor of the Notes Collateral Agents shall be subordinate to all Liens on such additional or replacement collateral in favor of the ABL Administrative Agent and (2) if such additional or replacement collateral shall also constitute Notes Priority Collateral, the Lien on such additional or replacement collateral in favor of the Notes Collateral Agents shall be senior to all Liens on such additional or replacement collateral in favor of the ABL Administrative Agent, in each case with respect to the Notes Collateralforegoing clauses (1) and (2), to the extent required by this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit ABL Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary ABL Priority Collateral in the form of a Lien on additional or replacement collateral of the Grantors (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary ABL Priority Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the then any Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional or replacement collateral, which Lien on ABL Priority Collateral will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens thereon securing and providing adequate protection for the Revolving Credit ABL Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Collateral Agent Agents on Revolving Credit Primary ABL Priority Collateral; and; (2) if the Notes Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Priority Collateral in the form of a Lien on additional or replacement collateral of the Grantors (even if such collateral is not of a type which would otherwise have constituted Notes Priority Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the US Revolving Credit Collateral ABL Administrative Agent, on behalf of itself or any of the Revolving Credit ABL Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional or replacement collateral, which Lien on Notes Priority Collateral will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens thereon securing and providing adequate protection for the Notes Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral ABL Administrative Agent on Notes Priority Collateral; (3) in the event the ABL Administrative Agent, on behalf of itself or any of the ABL Claimholders, seeks or requests adequate protection in respect of ABL Priority Collateral and such adequate protection is granted in the form of a Lien on additional or replacement collateral of the Grantors (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Administrative Agent, on behalf of itself and any of the ABL Claimholders, agrees that the Notes Collateral Agents may also be granted a Lien on the same additional or replacement collateral as security and adequate protection for the Notes Obligations and for any Cash Collateral use or DIP Financing provided by the Notes Claimholders, and each Notes Collateral Agent, on behalf of itself and any of the applicable Notes Claimholders, agrees that any Lien on such additional or replacement collateral constituting ABL Priority Collateral securing or providing adequate protection for the Notes Obligations shall be subordinated to the Liens on such collateral securing or providing adequate protection for the ABL Obligations, any such use of Cash Collateral or any such DIP Financing provided by the ABL Claimholders (and all Obligations relating thereto), all on the same basis as the other Liens of the Notes Collateral Agents on ABL Priority Collateral; and (4) in the event any Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests adequate protection in respect of Notes Priority Collateral and such adequate protection is granted in the form of a Lien on additional or replacement collateral of the Grantors (even if such collateral is not of a type which would otherwise have constituted Notes Priority Collateral), then each Notes Collateral Agent, on behalf of itself and any of the Notes Claimholders, agrees that the ABL Administrative Agent may also be granted a Lien on the same additional or replacement collateral as security and adequate protection for the ABL Obligations and for any Cash Collateral use or DIP Financing provided by the ABL Claimholders, and the ABL Administrative Agent, on behalf of itself and any of the ABL Claimholders, agrees that any Lien on such additional or replacement collateral constituting Notes Priority Collateral securing or providing adequate protection for the ABL Obligations shall be subordinated to the Liens on such collateral securing or providing adequate protection for the Notes Obligations, any such use of cash Collateral or any such DIP Financing provided by the Notes Claimholders (and all Obligations relating thereto), all on the same basis as the other Liens of the ABL Administrative Agent on Notes Priority Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 6 or in connection with the exercise of remedies with respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent Agents or the Notes Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Revolving Credit Collateral Notes Priority Collateral, nothing herein shall limit the rights of the ABL Administrative Agent or the Revolving Credit ABL Claimholders from seeking adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes In any Insolvency Proceeding involving a Grantor, each of the Revolving Collateral Agent, on behalf of itself the Revolving Claimholders, the Notes Collateral Agent and the Notes Claimholders, Claimholders agrees that none of them shall it will not contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent motion or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateral. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection Claimholder, with respect to the Notes Priority Collateral; provided that (A) such adequate protection claim shall not seek , prior to the creation Discharge of Notes Obligations or the Revolving Collateral Agent or any Lien over additional assets or property of any Grantor other than Revolving Claimholder, with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute the Revolving Credit Primary Priority Collateral, (i) a Lien shall have been created prior to the Discharge of Revolving Obligations, in favor of the Revolving Credit Claimholders in respect of such Collateral and each case, for adequate protection or (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders Claimholder, with respect to any motion, relief, action or proceeding based on the Notes Priority Collateral, prior to the Discharge of Notes Obligations, or the Revolving Collateral Agent or any Revolving Claimholder, with respect to the Notes Claimholders Revolving Priority Collateral, prior to the Discharge of Revolving Obligations, claiming a lack of adequate protection with respect to the Notes Collateralprotection. (cb) Notwithstanding the foregoing Subject to Sections 6.1 and 6.3, and other provisions in this Section 6.3hereof, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are grantedProceeding involving a Grantor, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Collateral Agent on Revolving Credit Primary Collateral; and (2) if the Notes Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests adequate protection with respect to the Notes Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or and the Notes Claimholders may seek, without objection from seeking Revolving Claimholders, adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash paymentNotes Priority Collateral, periodic cash payments or otherwise) and (ii) the US Revolving Credit Collateral Agent or and the Revolving Credit Claimholders may seek, without objection from seeking Notes Claimholders, adequate protection with respect to their rights in the Revolving Priority Collateral; provided that if any of the Notes Collateral in any Insolvency Agent, the Notes Claimholders, the Revolving Collateral Agent or Liquidation Proceeding (including the Revolving Claimholders are granted adequate protection in the form of a cash paymentan additional or replacement Lien (on existing or future assets of any of the Grantors), periodic cash payments claim, payment or otherwise, such additional or replacement Lien or other adequate protection shall be subject to the terms of this Agreement. Without limiting the generality of the foregoing, (a) to the extent that the Notes Collateral Agent is granted adequate protection in the form of an additional or replacement Lien on Notes Priority Collateral arising after the commencement of the Insolvency Proceeding, the Revolving Claimholders shall be permitted to seek a Lien on such Collateral with the relative priority set forth in Section 2.1 (and neither the Notes Collateral Agent nor any Notes Claimholder shall oppose (or join with any other Person in opposing) any motion by any Revolving Claimholder to receive such a Lien), and (b) to the extent that the Revolving Collateral Agent is granted adequate protection in the form of an additional or replacement Lien on Revolving Priority Collateral arising after the commencement of the Insolvency Proceeding, the Notes Claimholders shall be permitted to seek a Lien on such Collateral with the relative priority set forth in Section 2.1 (and neither the Revolving Collateral Agent nor any Revolving Claimholder shall oppose (or join with any other Person in opposing) any motion by any Notes Claimholder to receive, or the granting of, such a Lien). If the Revolving Collateral Agent, for itself and on behalf of the Revolving Claimholders, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Notes Priority Collateral in the form of a replacement or additional Lien on the post-petition assets of the same type as the Notes Priority Collateral, then the Revolving Collateral Agent, for itself and the Revolving Claimholders, agrees that the Notes Collateral Agent shall also be granted a senior replacement or additional Lien on such post-petition assets as adequate protection of its senior interest in the Notes Priority Collateral and that the Revolving Collateral Agent’s replacement or additional Lien thereon shall be subordinated to the replacement or additional Lien of the Notes Collateral Agent thereon on the same basis as the Liens of the Revolving Collateral Agent on the Notes Priority Collateral are subordinated to the Liens of the Notes Collateral Agent on the Notes Priority Collateral under Section 2.1. If the Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Revolving Priority Collateral in the form of a replacement or additional Lien on the post-petition assets of the same type as the Revolving Priority Collateral, then the Notes Collateral Agent, for itself and the Notes Claimholders, agrees that the Revolving Collateral Agent shall also be granted a senior replacement or additional Lien on such post-petition assets as adequate protection of its senior interest in the Revolving Priority Collateral and that the Notes Collateral Agent’s replacement or additional Lien thereon shall be subordinated to the replacement or additional Lien of the Revolving Collateral Agent thereon on the same basis as the Liens of the Notes Collateral Agent on the Revolving Priority Collateral are subordinated to the Liens of the Revolving Collateral Agent on the Revolving Priority Collateral under Section 2.1. (c) Neither the Notes Collateral Agent nor any other Notes Claimholder shall object to, oppose, or challenge any claim by the Revolving Collateral Agent or any Revolving Claimholder for allowance in any Insolvency Proceeding of Revolving Obligations consisting of Post-Petition Interest. (d) Neither the Revolving Collateral Agent nor any other Revolving Claimholder shall object to, oppose, or challenge any claim by the Notes Collateral Agent or any Notes Claimholder for allowance in any Insolvency Proceeding of Notes Obligations consisting of Post-Petition Interest.

Adequate Protection. (ai) The Notes Each Fixed Asset Collateral Agent, on behalf of itself and the Notes applicable Fixed Asset Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Fixed Asset Collateral, (i) a Lien shall have been created in favor of the Notes Fixed Asset Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders on such Fixed Asset Collateral shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the ABL Collateral; provided that if the Revolving Credit Primary Collateral Agent is granted adequate protection in the form of additional or replacement collateral, the Fixed Asset Collateral Agents and the Fixed Asset Claimholders may seek or request adequate protection in the form of Lien on such additional or replacement collateral (other than on any Foreign Collateral); it being understood and agreed that (1) if such additional or replacement collateral shall also constitute Fixed Asset Collateral, the Lien on such additional or replacement collateral that constitutes Fixed Asset Collateral in favor of or providing adequate protection for the Revolving Credit Collateral Agent shall be subordinate to the Lien on such Fixed Asset Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents and (2) if such additional or replacement collateral shall also constitute ABL Collateral, the Lien on such additional or replacement collateral that constitutes ABL Collateral in favor of or providing adequate protection for the Revolving Credit Collateral Agent shall be senior to the Lien on such ABL Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents, in each case with respect to the foregoing clauses (1) and (2), to the extent required by this Agreement. (bii) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Fixed Asset Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien on any Foreign Collateral or over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Fixed Asset Facility Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary ABL Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Fixed Asset Claimholders on such ABL Collateral shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Controlling Fixed Asset Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Fixed Asset Collateral; provided that if the Fixed Asset Collateral Agents are granted adequate protection in the form of additional or replacement collateral (it being understood that the Controlling Fixed Asset Collateral Agent shall not seek a Lien on any Foreign Collateral as adequate protection with respect to the Fixed Asset Collateral), the Revolving Credit Collateral Agent and the Revolving Credit Claimholders may seek or request adequate protection in the form of Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute ABL Collateral, the Lien on such additional or replacement collateral that constitutes ABL Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents shall be subordinate to the Lien on such ABL Collateral in favor of and providing adequate protection for the Revolving Credit Collateral Agent and (2) if such additional or replacement collateral shall also constitute Fixed Asset Collateral, the Lien on such additional or replacement collateral that constitutes Fixed Asset Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents shall be senior to the Lien on such Fixed Asset collateral in favor of or providing adequate protection for the Revolving Credit Collateral Agent, in each case with respect to the foregoing clauses (1) and (2), to the extent required by this Agreement. (ciii) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary ABL Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary ABL Collateral) in connection with any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing, then, in either case, then the Notes Controlling Fixed Asset Collateral Agent, on behalf of itself or any of the Notes Fixed Asset Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateralor replacement collateral (other than on any Foreign Collateral), which Lien on any assets that constitute ABL Collateral will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing or providing adequate protection for the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Fixed Asset Collateral Agent Agents on Revolving Credit Primary ABL Collateral; and; (2) if the Notes Fixed Asset Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Fixed Asset Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Notes Fixed Asset Collateral) in connection with any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing, then, in either case, then the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional or replacement collateral, which Lien on any assets that constitute Fixed Asset Collateral will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing or providing adequate protection for the Notes Fixed Asset Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Fixed Asset Collateral; (3) in the event the Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of ABL Collateral and such adequate protection is granted in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted ABL Collateral), then the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Fixed Asset Collateral Agents may also be granted a Lien on the same additional or replacement collateral (other than on any Foreign Collateral) as adequate protection for the Fixed Asset Obligations and for any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing provided by the Fixed Asset Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and any of the applicable Fixed Asset Claimholders, agrees that any Lien on such additional or replacement collateral that constitutes ABL Collateral securing or providing adequate protection for the Fixed Asset Obligations shall be subordinated to the Liens on such collateral securing or providing adequate protection for the Revolving Credit Obligations in connection with any such use of Cash Collateral or any such DIP Financing or Fixed Asset DIP Financing provided by the Fixed Asset Claimholders (and all Obligations relating thereto), all on the same basis as the other Liens of the Fixed Asset Collateral Agents on ABL Collateral; and (4) in the event any Fixed Asset Collateral Agent, on behalf of itself or any of the Fixed Asset Claimholders, seeks or requests adequate protection in respect of Fixed Asset Collateral and such adequate protection is granted in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Collateral), then each Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that the Revolving Credit Collateral Agent may also be granted a Lien on the same additional or replacement collateral as adequate protection for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing provided by the Revolving Credit Claimholders, and the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional or replacement collateral that constitutes Fixed Asset Collateral securing or providing adequate protection for the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing or providing adequate protection for the Fixed Asset Obligations in connection with any such use of cash Collateral or any such DIP Financing or Fixed Asset DIP Financing provided by the Revolving Credit Claimholders (and all Obligations relating thereto), all on the same basis as the other Liens of the Revolving Credit Collateral Agent on Fixed Asset Collateral. (div) Except as otherwise expressly set forth in this Section or in Section 6.1 6 or in connection with the exercise of remedies with respect to (i) the ABL Collateral, nothing herein shall limit the rights of (i) the Notes Fixed Asset Collateral Agent Agents or the Notes Fixed Asset Claimholders from seeking adequate protection with respect to their rights in the Fixed Asset Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments payments, administrative claims or otherwise (other than from the proceeds of ABL Collateral)), other than in the form of a Lien on any Foreign Collateral (it being understood that the Fixed Asset Claimholders may not seek or receive any Lien on any Foreign Collateral as adequate protection or otherwise) and or (ii) the US Fixed Asset Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the ABL Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments payments, administrative claims or otherwiseotherwise (other than from the proceeds of Fixed Asset Collateral)).

Adequate Protection. (a) The Notes Each Fixed Asset Collateral Agent, on behalf of itself and the Notes applicable Fixed Asset Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1i) any request by the US Revolving Credit ABL Collateral Agent or the Revolving Credit ABL Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary ABL Priority Collateral and (B) if such additional assets or property shall also constitute Notes Fixed Asset Priority Collateral, (i1) a Lien shall have been created in favor of the Notes Fixed Asset Claimholders in respect of such Collateral and (ii2) the Lien in favor of the Revolving Credit ABL Claimholders shall be subordinated to the extent set forth in this Agreement; or (2ii) any objection by the US Revolving Credit ABL Collateral Agent or the Revolving Credit ABL Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit ABL Collateral Agent or the Revolving Credit ABL Claimholders claiming a lack of adequate protection; provided that if the ABL Collateral Agent is granted adequate protection in the form of additional collateral of any Grantor, the Fixed Asset Collateral Agents and the Fixed Asset Claimholders may seek or request adequate protection in the form of Lien on such additional collateral; it being understood and agreed that (A) if such additional collateral shall also constitute Fixed Asset Priority Collateral, the Lien on such additional collateral in favor of the ABL Collateral Agent shall be subordinate to the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents and (B) if such additional collateral shall also constitute ABL Priority Collateral, the Lien on such additional collateral in favor of the ABL Collateral Agent shall be senior to the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents, in each case with respect to the Revolving Credit Primary Collateralforegoing clauses (A) and (A), to the extent required by this Agreement. (b) The US Revolving Credit ABL Collateral Agent, on behalf of itself and the Revolving Credit ABL Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1i) any request by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Fixed Asset Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Fixed Asset Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary ABL Priority Collateral, (i1) a Lien shall have been created in favor of the Revolving Credit ABL Claimholders in respect of such Collateral and (ii2) the Lien in favor of the Notes Fixed Asset Claimholders shall be subordinated to the extent set forth in this Agreement; or (2ii) any objection by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Controlling Fixed Asset Collateral Agent or the Notes Claimholders claiming a lack of adequate protection; provided that if the Fixed Asset Collateral Agents are granted adequate protection in the form of additional collateral of any Grantor, the ABL Collateral Agent and the ABL Claimholders may seek or request adequate protection in the form of Lien on such additional collateral; it being understood and agreed that (A) if such additional collateral shall also constitute ABL Priority Collateral, the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents shall be subordinate to the Lien on such additional collateral in favor of the ABL Collateral Agent and (B) if such additional collateral shall also constitute Fixed Asset Priority Collateral, the Lien on such additional collateral in favor of the Fixed Asset Collateral Agents shall be senior to the Lien on such additional collateral in favor of the ABL Collateral Agent, in each case with respect to the Notes Collateralforegoing clauses (A) and (A), to the extent required by this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.36.03, in any Insolvency or Liquidation Proceeding: (1i) if the Revolving Credit ABL Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary ABL Priority Collateral in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary ABL Priority Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the Notes Controlling Fixed Asset Collateral Agent, on behalf of itself or any of the Notes Fixed Asset Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit ABL Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Fixed Asset Collateral Agent Agents on Revolving Credit Primary ABL Priority Collateral; and; (2ii) if the Notes Fixed Asset Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Fixed Asset Priority Collateral in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Notes Fixed Asset Priority Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the US Revolving Credit ABL Collateral Agent, on behalf of itself or any of the Revolving Credit ABL Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Fixed Asset Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit ABL Collateral Agent on Notes Fixed Asset Priority Collateral; (iii) in the event the ABL Collateral Agent, on behalf of itself or any of the ABL Claimholders, seeks or requests adequate protection in respect of ABL Priority Collateral and such adequate protection is granted in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted ABL Priority Collateral), then the ABL Collateral Agent, on behalf of itself and any of the ABL Claimholders, agrees that the Fixed Asset Collateral Agents may also be granted a Lien on the same additional collateral as security for the Fixed Asset Obligations and for any Cash Collateral use or DIP Financing provided by the Fixed Asset Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and any of the applicable Fixed Asset Claimholders, agrees that any Lien on such additional collateral securing the Fixed Asset Obligations shall be subordinated to the Liens on such collateral securing the ABL Obligations, any such use of Cash Collateral or any such DIP Financing provided by the Fixed Asset Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Fixed Asset Claimholders as adequate protection, all on the same basis as the other Liens of the Fixed Asset Collateral Agents on ABL Priority Collateral; and (iv) in the event any Fixed Asset Collateral Agent, on behalf of itself or any of the Fixed Asset Claimholders, seeks or requests adequate protection in respect of Fixed Asset Priority Collateral and such adequate protection is granted in the form of additional collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Priority Collateral), then each Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that the ABL Collateral Agent may also be granted a Lien on the same additional collateral as security for the ABL Obligations and for any Cash Collateral use or DIP Financing provided by the ABL Claimholders, and the ABL Collateral Agent, on behalf of itself and any of the ABL Claimholders, agrees that any Lien on such additional collateral securing the ABL Obligations shall be subordinated to the Liens on such collateral securing the Fixed Asset Obligations, any such use of Cash Collateral or any such DIP Financing provided by the ABL Claimholders (and all Obligations relating thereto) and to any other Liens granted to the ABL Claimholders as adequate protection, all on the same basis as the other Liens of the ABL Collateral Agent on Fixed Asset Priority Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 Article 6 or in connection with the exercise of remedies with respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of (i) the Notes Fixed Asset Collateral Agent Agents or the Notes Fixed Asset Claimholders from seeking adequate protection with respect to their rights in the Fixed Asset Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Revolving Credit Fixed Asset Priority Collateral, nothing herein shall limit the rights of the ABL Collateral Agent or the Revolving Credit ABL Claimholders from seeking adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. a. Each Pari Passu Representative, on behalf of itself and each of the Pari Passu Secured Parties, and each Subordinated Lien Representative, on behalf of itself and the Subordinated Lien Secured Parties, agrees that none of them shall contest (aor support any other Person contesting): 844805.3D-Chicago Server 2A - MSW (1) The Notes any request by any Revolving Credit Agent for adequate protection with respect to any Revolving Credit Priority Collateral or any adequate protection provided to any Revolving Credit Agents or any Revolving Credit Claimholder in respect of its interests in the Revolving Credit Priority Collateral; (2) any objection by any Revolving Credit Agent to any motion, relief, action or proceeding based on the Revolving Credit Agents or the other Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Priority Collateral; or (3) the payment of interest, fees, expenses or other amounts to the Revolving Credit Agents or any other Revolving Credit Claimholder under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise; provided that any action described in the foregoing clauses (1) and (2) does not violate Section 8.1. Each Pari Passu Representative, on behalf of itself and the other Pari Passu Secured Parties, and each Subordinated Lien Representative, on behalf of itself and the other Subordinated Lien Secured Parties, further agrees that, prior to the Discharge of Revolving Credit Secured Obligations, 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 Liens on the Revolving Credit Primary Collateral securing the Revolving Credit Secured Obligations for costs or expenses of preserving or disposing of any Revolving Credit Priority Collateral. b. Each Revolving Credit Agent, on behalf of itself and each of the Notes other Revolving Credit Claimholders, and the Subordinated Lien Representative, on behalf of itself and the Subordinated Lien Secured Parties, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders any Pari Passu Representative for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such any Pari Passu Priority Collateral or any adequate protection claim shall not seek the creation of provided to any Lien over additional assets Pari Passu Representative or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders Pari Passu Secured Party in respect of such Collateral and (ii) its interests in the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; orPari Passu Priority Collateral; (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders any Pari Passu Representative to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent any Pari Passu Representative or the Revolving Credit Claimholders any Pari Passu Secured Party claiming a lack of adequate protection with respect to the Pari Passu Priority Collateral; or (3) the payment of interest, fees, expenses or other amounts to the Pari Passu Representatives or any other Pari Passu Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise; provided that any action described in the foregoing clauses (1) and (2) does not violate Section 8.1. 844805.3D-Chicago Server 2A - MSW Each Revolving Credit Primary Collateral. (b) The US Agent, on behalf of each Revolving Credit Collateral AgentClaimholder, and each Subordinated Lien Representative, on behalf of itself and the Revolving Credit Claimholdersother Subordinated Lien Secured Parties, further agrees that that, prior to the Discharge of Pari Passu Secured Obligations, none of them shall contest (assert or support enforce any other Person contesting): (1claim under Section 506(b) any request by or 506(c) of the Notes Bankruptcy Code or otherwise that is senior to or on a parity with the Liens on the Pari Passu Priority Collateral Agent securing the Pari Passu Secured Obligations for costs or any Notes Claimholders for adequate protection with respect to the Notes Collateral; provided that (A) such adequate protection claim shall not seek the creation expenses of preserving or disposing of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Pari Passu Priority Collateral. (c) c. Notwithstanding the foregoing provisions in this Section 6.38.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks Agents or requests any of the other Revolving Credit Claimholders is granted adequate protection with in respect to the of Revolving Credit Primary Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Priority Collateral) in connection with any Cash Collateral use or DIP Financing), then, in either case, the Notes Collateral then each Revolving Credit Agent, on behalf of itself or any of and the Notes other Revolving Credit Claimholders, agrees that the Pari Passu Secured Parties and the Subordinated Lien Secured Parties may seek or request adequate protection with respect to its interests in such additional collateral in the form of also be granted a Lien on the same additional collateralcollateral as security for (x) the Pari Passu Secured Obligations and for any Cash Collateral use or Pari Passu DIP Financing and (y) the Subordinated Lien Secured Obligations, which as the case may be; and each Pari Passu Representative, on behalf of itself and each Pari Passu Secured Party, and each Subordinated Lien will Representative, on behalf of itself and the Subordinated Lien Secured Parties, agrees that any Lien on such additional collateral securing the Pari Passu Secured Obligations or the Subordinated Lien Secured Obligations, as the case may be, shall be subordinated (except except, in the case of the Pari Passu Secured Obligations, to the extent that the Notes Collateral Agent Pari Passu Secured Parties already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens on such collateral securing the Revolving Credit Secured Obligations and such any Cash Collateral use or Revolving Credit DIP Financing (and all Obligations relating thereto) ), all on the same basis as the other Liens of the Notes Collateral Agent Pari Passu Secured Parties and the Liens of the Subordinated Lien Secured Parties on the Revolving Credit Primary Priority Collateral; and (2) if the Notes Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests Pari Passu Secured Parties is granted adequate protection with in respect to the Notes of Pari Passu Priority Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Pari Passu Priority Collateral), then the Pari Passu Representative, on behalf of itself and the Pari Passu Secured Parties agree that the Revolving Credit Agents, the other Revolving Credit Claimholders, the Subordinated Lien Representative and the Subordinated Lien Secured Parties may also be granted a Lien on the same additional collateral as security for (x) in connection with the Revolving Credit Secured Obligations and 844805.3D-Chicago Server 2A - MSW for any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral DIP Financing and (y) the Subordinated Lien Secured Obligations, as the case may be, and each Revolving Credit Agent, on behalf of itself and each Revolving Credit Claimholder, and the Subordinated Lien Representative, on behalf of itself and the Subordinated Lien Secured Parties, agrees that any Lien on such additional collateral securing the Revolving Credit Secured Obligations or any the Subordinated Lien Secured Obligations, as the case may be, shall be subordinated (except, in the case of the Revolving Credit ClaimholdersSecured Obligations, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent Agents or any other Revolving Credit Claimholders already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens on such collateral securing the Notes Pari Passu Secured Obligations and such any Cash Collateral use or Pari Passu DIP Financing provided by any Pari Passu Secured Parties (and all Obligations relating thereto) ), all on the same basis as the other Liens of the US Revolving Credit Collateral Agent Agents and the other Revolving Credit Claimholders and the Liens of the Subordinated Lien Representatives and the Subordinated Secured Parties on Notes the Pari Passu Priority Collateral. (d) d. Except as otherwise expressly set forth in this Section or in Section 6.1 8.1 or in connection with the exercise of remedies with respect to (i) the Revolving Credit Priority Collateral, nothing herein shall limit the rights right of (i) the Notes Collateral Agent or Pari Passu Representatives and the Notes Claimholders from seeking Pari Passu Secured Parties to seek adequate protection with respect to their rights in the Pari Passu Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Revolving Credit Collateral Agent or Pari Passu Priority Collateral, nothing herein shall limit the right of the Revolving Credit Agents and the other Revolving Credit Claimholders from seeking to seek adequate protection with respect to their rights in the Revolving Credit Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Fixed Asset Collateral Agent, on behalf of itself and the Notes Fixed Asset Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US theany Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Fixed Asset Priority Collateral, (i) a Lien shall also have been created in favor of the Notes Fixed Asset Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the Lien in favor of the Fixed Asset Claimholders to the extent set forth in this Agreement; or (2) any objection by the US theany Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US theany Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection in any form; provided that if theany Revolving Credit Collateral Agent is granted adequate protection in the form of additional or replacement collateral, the Fixed Asset Collateral Agent and the Fixed Asset Claimholders may seek or request adequate protection in the form of Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute Fixed Asset Priority Collateral, the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral AgentAgents shall be subordinate to the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent and (2) if such additional or replacement collateral shall also constitute ABL Collateral, the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral AgentAgents shall be senior to the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent, in each case with respect to the Revolving Credit Primary Collateralforegoing clauses (1) and (2), to the extent required by this Agreement. (b) The US TheEach Revolving Credit Collateral Agent, on behalf of itself and the applicable Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Fixed Asset Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Fixed Asset Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Fixed Asset Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary ABL Collateral, (i) a Lien shall also have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Fixed Asset Claimholders shall be subordinated to the Lien in favor of the Revolving Credit Claimholders to the extent set forth in this Agreement; or (2) any objection by the Notes Fixed Asset Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Fixed Asset Collateral Agent or the Notes Claimholders claiming a lack of adequate protection in any form; provided that if the Fixed Asset Collateral Agent is granted adequate protection in the form of additional or replacement collateral, theeach Revolving Credit Collateral Agent and the Revolving Credit Claimholders may seek or request adequate protection in the form of Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute ABL Collateral, the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent shall be subordinate to the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral AgentAgents and (2) if such additional or replacement collateral shall also constitute Fixed Asset Priority Collateral, the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent shall be senior to the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral AgentAgents, in each case with respect to the Notes Collateralforegoing clauses (1) and (2), to the extent required by this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary ABL Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary ABL Collateral) in connection with any Cash Collateral use or Revolving DIP Financing, then, in either case, then the Notes Fixed Asset Collateral Agent, on behalf of itself or any of the Notes Fixed Asset Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing and granted as adequate protection for the Revolving Credit Obligations and such Cash Collateral use or Revolving DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Fixed Asset Collateral Agent on Revolving Credit Primary ABL Collateral; and; (2) if the Notes Fixed Asset Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Fixed Asset Priority Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Notes Fixed Asset Priority Collateral) in connection with any Cash Collateral use or Fixed Asset DIP Financing, then, in either case, the US then theeach Revolving Credit Collateral Agent, on behalf of itself or any of the applicable Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Fixed Asset Obligations and such Cash Collateral use or Fixed Asset DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral AgentAgents on Fixed Asset Priority Collateral; (3) in the event theany Revolving Credit Collateral Agent, on behalf of itself or any of the applicable Revolving Credit Claimholders, seeks or requests adequate protection in respect of ABL Collateral and such adequate protection is granted in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted ABL Collateral), then theeach Revolving Credit Collateral Agent, on behalf of itself and any of the applicable Revolving Credit Claimholders, agrees that the Fixed Asset Collateral Agent shall also be granted a Lien on the same additional or replacement collateral as adequate protection for the Fixed Asset Obligations, and the Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that any Lien on such additional or replacement collateral securing or granted as adequate protection for the Fixed Asset Obligations shall be subordinated to the Liens on such collateral securing the Revolving Credit Obligations and to any other Liens granted to the Revolving Credit Claimholders as adequate protection with respect to the ABL Collateral, all on the same basis as the other Liens of the Fixed Asset Collateral Agent on ABL Collateral; and (4) in the event the Fixed Asset Collateral Agent, on behalf of itself or any of the Fixed Asset Claimholders, seeks or requests adequate protection in respect of Fixed Asset Priority Collateral and such adequate protection is granted in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Priority Collateral), then the Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that theeach Revolving Credit Collateral Agent may also be granted a Lien on Notes the same additional or replacement collateral as security for the Revolving Credit Obligations, and theeach Revolving Credit Collateral Agent, on behalf of itself and any of the applicable Revolving Credit Claimholders, agrees that any Lien on such additional or replacement collateral securing the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing the Fixed Asset Obligations and to any other Liens granted to the Fixed Asset Claimholders as adequate protection with respect to the Fixed Asset Priority Collateral, all on the same basis as the other Liens of the Revolving Credit Collateral AgentAgents on Fixed Asset Priority Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 6 or in connection with the exercise of remedies with respect to (i) the ABL Collateral, nothing herein shall limit the rights of (i) the Notes Fixed Asset Collateral Agent or the Notes Fixed Asset Claimholders from seeking to seek adequate protection with respect to their rights in the Fixed Asset Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Fixed Asset Priority Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral Agent AgentAgents or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Each Fixed Asset Collateral Agent, on behalf of itself and the Notes applicable Fixed Asset Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary ABL Collateral; provided that (A) until the Discharge of Fixed Asset Obligations has occurred, such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Fixed Asset Collateral, (i) a Lien shall have been created in favor of the Notes Fixed Asset Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders on such Fixed Asset Collateral shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the ABL Collateral; provided that if the Revolving Credit Primary Collateral Agent is granted adequate protection in the form of a Lien on additional or replacement collateral, the Fixed Asset Collateral Agents and the Fixed Asset Claimholders may seek or request adequate protection in the form of a Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute Fixed Asset Collateral, the Lien on such additional or replacement collateral that constitutes Fixed Asset Collateral in favor of or providing adequate protection for the Revolving Credit Collateral Agent shall be subordinate to the Lien on such Fixed Asset Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents and (2) if such additional or replacement collateral shall also constitute ABL Collateral, the Lien on such additional or replacement collateral that constitutes ABL Collateral in favor of or providing adequate protection for the Revolving Credit Collateral Agent shall be senior to the Lien on such ABL Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents, in each case with respect to the foregoing clauses (1) and (2), to the extent required by this Agreement. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Fixed Asset Collateral; provided that (A) until the Discharge of Revolving Credit Obligations has occurred, such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Fixed Asset Facility Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary ABL Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Fixed Asset Claimholders on such ABL Collateral shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Controlling Fixed Asset Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Controlling Fixed Asset Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Fixed Asset Collateral; provided that if the Fixed Asset Collateral Agents are granted adequate protection in the form of a Lien on additional or replacement collateral, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders may seek or request adequate protection in the form of a Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute ABL Collateral, the Lien on such additional or replacement collateral that constitutes ABL Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents shall be subordinate to the Lien on such ABL Collateral in favor of and providing adequate protection for the Revolving Credit Collateral Agent and (2) if such additional or replacement collateral shall also constitute Fixed Asset Collateral, the Lien on such additional or replacement collateral that constitutes Fixed Asset Collateral in favor of or providing adequate protection for the Fixed Asset Collateral Agents shall be senior to the Lien on such Fixed Asset Collateral in favor of or providing adequate protection for the Revolving Credit Collateral Agent, in each case with respect to the foregoing clauses (1) and (2), to the extent required by this Agreement. (c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary ABL Collateral in the form of a Lien on additional or replacement collateral of the Loan Parties (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary ABL Collateral) in connection with any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing, then, in either case, then the Notes Controlling Fixed Asset Collateral Agent, on behalf of itself or any of the Notes Fixed Asset Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional or replacement collateral, which Lien on any assets that constitute ABL Collateral will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing or providing adequate protection for the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Fixed Asset Collateral Agent Agents on Revolving Credit Primary ABL Collateral; and; (2) if the Notes Fixed Asset Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Fixed Asset Collateral in the form of a Lien on additional or replacement collateral of the Loan Parties (even if such collateral is not of a type which would otherwise have constituted Notes Fixed Asset Collateral) in connection with any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing, then, in either case, then the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional or replacement collateral, which Lien on any assets that constitute Fixed Asset Collateral will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing or providing adequate protection for the Notes Fixed Asset Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Fixed Asset Collateral; (3) in the event the Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of ABL Collateral and such adequate protection is granted in the form of a Lien on additional or replacement collateral of the Loan Parties (even if such collateral is not of a type which would otherwise have constituted ABL Collateral), then the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Fixed Asset Collateral Agents may also be granted a Lien on the same additional or replacement collateral as adequate protection for the Fixed Asset Obligations and for any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing provided by the Fixed Asset Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and any of the applicable Fixed Asset Claimholders, agrees that any Lien on such additional or replacement collateral that constitutes ABL Collateral securing or providing adequate protection for the Fixed Asset Obligations shall be subordinated to the Liens on such collateral securing or providing adequate protection for the Revolving Credit Obligations in connection with any such use of Cash Collateral or any such DIP Financing or Fixed Asset DIP Financing provided by the Fixed Asset Claimholders (and all Obligations relating thereto), all on the same basis as the other Liens of the Fixed Asset Collateral Agents on ABL Collateral; and (4) in the event any Fixed Asset Collateral Agent, on behalf of itself or any of the Fixed Asset Claimholders, seeks or requests adequate protection in respect of Fixed Asset Collateral and such adequate protection is granted in the form of a Lien on additional or replacement collateral of the Loan Parties (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Collateral), then each Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that the Revolving Credit Collateral Agent may also be granted a Lien on the same additional or replacement collateral as adequate protection for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing or Fixed Asset DIP Financing provided by the Revolving Credit Claimholders, and the Revolving Credit Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional or replacement collateral that constitutes Fixed Asset Collateral securing or providing adequate protection for the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing or providing adequate protection for the Fixed Asset Obligations in connection with any such use of cash Collateral or any such DIP Financing or Fixed Asset DIP Financing provided by the Revolving Credit Claimholders (and all Obligations relating thereto), all on the same basis as the other Liens of the Revolving Credit Collateral Agent on Fixed Asset Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 6 or in connection with the exercise of remedies with respect to (i) the ABL Collateral, nothing herein shall limit the rights of (i) the Notes Fixed Asset Collateral Agent Agents or the Notes Fixed Asset Claimholders from seeking adequate protection with respect to their rights in the Fixed Asset Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments payments, administrative claims or otherwise, other than from the proceeds of ABL Collateral) and or (ii) the US Fixed Asset Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the ABL Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments payments, administrative claims or otherwise, other than from the proceeds of Fixed Asset Collateral).

Adequate Protection. (a) The Notes Noteholder Collateral Agent, on behalf of itself and the Notes Note Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1a) any request by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2b) any objection by the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Revolving Credit Primary Collateral. (b) protection. The US Revolving Credit Noteholder Collateral Agent, on behalf of itself and the Revolving Credit Note Claimholders, agrees that none of them shall contest (or support request any other Person contesting): (1) any request by the Notes Collateral Agent or any Notes Claimholders for adequate protection with respect to the Notes Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Agent or any Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to the Notes Collateral. (c) . Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) Proceeding with respect to Holdings, if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral consisting of assets of Holdings (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the Notes Noteholder Collateral Agent, on behalf of itself or any of the Notes Note Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Noteholder Collateral Agent on Revolving Credit Primary Collateral; and (2) if the Notes Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests adequate protection with respect to the Notes Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or the Notes Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and (ii) the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (a) The Notes Term Loan Collateral Agent, on behalf of itself and the Notes Term Loan Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the US Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Current Asset Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute constitutes Revolving Credit Primary Facility Grantor Collateral and (B) if such additional assets or property shall also constitute Notes Fixed Asset Collateral, (i) a Lien shall have been created in favor of the Notes Term Loan Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the US Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Current Asset Collateral; provided that if the Revolving Credit Primary Facility Collateral Agent is granted adequate protection in the form of additional collateral, the Term Loan Collateral Agent and the Term Loan Claimholders may seek or request adequate protection in the form of a Lien on such additional collateral; it being understood and agreed that (A) to the extent such additional collateral shall also constitute Fixed Asset Collateral, the Lien on such additional collateral in favor of the Revolving Credit Facility Collateral Agent shall be subordinated to the Lien on such additional collateral in favor of the Term Loan Collateral Agent and (B) to the extent such additional collateral shall also constitute Current Asset Collateral, the Lien on such additional collateral in favor of the Revolving Credit Facility Collateral Agent shall be senior to the Lien on such additional collateral in favor of the Term Loan Collateral Agent, in each case with respect to the foregoing clauses (A) and (B) of this Section 6.3(a)(2), to the extent required by this Agreement. (b) The US Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Notes Term Loan Collateral Agent or any Notes the Term Loan Claimholders for adequate protection with respect to the Notes Fixed Asset Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Notes constitutes Term Loan Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Current Asset Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Term Loan Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Term Loan Collateral Agent or any Notes the Term Loan Claimholders to any motion, relief, action or proceeding based on the Notes Term Loan Collateral Agent or the Notes Term Loan Claimholders claiming a lack of adequate protection with respect to the Notes Fixed Asset Collateral; provided that if the Term Loan Collateral Agent is granted adequate protection in the form of additional collateral, the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders may seek or request adequate protection in the form of a Lien on such additional collateral; it being understood and agreed that (A) to the extent such additional collateral shall also constitute Current Asset Collateral, the Lien on such additional collateral in favor of the Term Loan Collateral Agent shall be subordinated to the Lien on such additional collateral in favor of the Revolving Credit Facility Collateral Agent and (B) to the extent such additional collateral shall also constitute Fixed Asset Collateral, the Lien on such additional collateral in favor of the Term Loan Collateral Agent shall be senior to the Lien on such additional collateral in favor of the Revolving Credit Facility Collateral Agent, in each case with respect to the foregoing clauses (A) and (B) of this Section 6.3(b)(2), to the extent required by this Agreement. (c) Notwithstanding the foregoing provisions in of this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests granted adequate protection with respect to the Revolving Credit Primary Current Asset Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Current Asset Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the Notes Term Loan Collateral Agent, on behalf of itself or any of the Notes Term Loan Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens of the Notes Term Loan Collateral Agent on Revolving Credit Primary Current Asset Collateral; and; (2) if the Notes Term Loan Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests granted adequate protection with respect to the Notes Fixed Asset Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Fixed Asset Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, then the US Revolving Credit Facility Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Term Loan Obligations and such Cash Collateral use or DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Facility Collateral Agent on Notes Fixed Asset Collateral; (3) in the event the Revolving Credit Facility Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of Current Asset Collateral and such adequate protection is granted in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Current Asset Collateral), then the Revolving Credit Facility Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Term Loan Collateral Agent may also be granted a Lien on the same additional collateral as security for the Term Loan Obligations and for any Cash Collateral use or DIP Financing provided by the Term Loan Claimholders, and the Term Loan Collateral Agent, on behalf of itself and any of the Term Loan Claimholders, agrees that any Lien on such additional collateral securing the Term Loan Obligations shall be subordinated to the Liens on such collateral securing the Revolving Credit Obligations, any such use of Cash Collateral or any such DIP Financing provided by the Term Loan Claimholders (and all obligations relating thereto) and to any other Liens granted to the Term Loan Claimholders as adequate protection, all on the same basis as the other Liens of the Term Loan Collateral Agent on Current Asset Collateral; and (4) in the event the Term Loan Collateral Agent, on behalf of itself or any of the Term Loan Claimholders, seeks or requests adequate protection in respect of Fixed Asset Collateral and such adequate protection is granted in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Collateral), then the Term Loan Collateral Agent, on behalf of itself and any of the Term Loan Claimholders, agrees that the Revolving Credit Facility Collateral Agent may also be granted a Lien on the same additional collateral as security for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing provided by the Revolving Credit Claimholders, and the Revolving Credit Facility Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional collateral securing the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing the Term Loan Obligations, any such use of cash Collateral or any such DIP Financing provided by the Revolving Credit Claimholders (and all obligations relating thereto) and to any other Liens granted to the Revolving Credit Claimholders as adequate protection, all on the same basis as the other Liens of the Revolving Credit Facility Collateral Agent on Fixed Asset Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 6 or in connection with the exercise of remedies with respect to (i) the Current Asset Collateral, nothing herein shall limit the rights of (i) the Notes Term Loan Collateral Agent or the Notes Term Loan Claimholders from seeking adequate protection with respect to their rights in the Fixed Asset Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and or (ii) the US Fixed Asset Collateral, nothing herein shall limit the rights of the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Current Asset Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. (ai) The Notes Collateral AgentIn any Insolvency Proceeding involving any Loan Party, on behalf of itself and the Notes Claimholders, Term Loan Agent agrees that none of them neither the Term Loan Agent nor any other Term Loan Claimholder shall contest (or support any other Person contesting): ) (1A) any request by the US Revolving Credit Collateral Agent Lender or the any other Revolving Credit Claimholders for adequate protection with respect to the Revolving Credit Primary Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets Priority Collateral or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Primary Collateral and (B) if such additional assets or property shall also constitute Notes Collateral, (i) a Lien shall have been created in favor of the Notes Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the US Revolving Credit Collateral Agent Lender or the any other Revolving Credit Claimholders to any motion, relief, action or proceeding brought by any Person other than the Term Loan Agent or any other Term Loan Claimholder based on the US Revolving Credit Collateral Agent Lender or the any other Revolving Credit Claimholders claiming a lack of adequate protection with respect to protection. In any Insolvency Proceeding involving any Loan Party, the Revolving Credit Primary Collateral. (b) The US Revolving Credit Collateral Agent, on behalf of itself and ▇▇▇▇▇▇ agrees that neither the Revolving Credit Claimholders, agrees that none of them Lender nor any other Revolving Claimholder shall contest (or support any other Person contesting): ) (1A) any request by the Notes Collateral Term Loan Agent or any Notes other Term Loan Claimholders for adequate protection with respect to the Notes Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets Term Loan Priority Collateral or property of any Grantor other than with respect to assets or property that constitute Notes Collateral and (B) if such additional assets or property shall also constitute Revolving Credit Primary Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Notes Claimholders shall be subordinated to the extent set forth in this Agreement; or (2) any objection by the Notes Collateral Term Loan Agent or any Notes other Term Loan Claimholders to any motion, relief, action or proceeding brought by any Person other than the Revolving Lender or any other Revolving Claimholder based on the Notes Collateral Term Loan Agent or the Notes any other Term Loan Claimholders claiming a lack of adequate protection with respect to the Notes Collateralprotection. (cii) Notwithstanding the foregoing provisions in this Section 6.3, in In any Insolvency or Liquidation ProceedingProceeding involving any Loan Party: (1A) if the If any one or more Revolving Credit Claimholders (or any subset thereof) are granted, or in the event the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection with respect to the Revolving Credit Primary Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Revolving Credit Primary Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the Notes Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Collateral Agent on Revolving Credit Primary Collateral; and (2) if the Notes Claimholders (or any subset thereof) are granted, or in the event the Notes Collateral Agent, on behalf of itself or any of the Notes Claimholders, seeks or requests adequate protection with respect to the Notes Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Notes Collateral) in connection with any Cash Collateral use or DIP Financing, then, in either case, the US Revolving Credit Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such additional collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated (except to the extent that the US Revolving Credit Collateral Agent already had a Lien on such Collateral (in which case the priorities established by Section 2.1 shall apply)) to the Liens securing the Notes Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the US Revolving Credit Collateral Agent on Notes Collateral. (d) Except as otherwise expressly set forth in this Section or in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of (i) the Notes Collateral Agent or the Notes Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including granted adequate protection in the form of a cash paymentreplacement Lien (on existing or future assets of any Loan Party) or, periodic cash payments or otherwise) and (ii) the US Revolving Credit Collateral Agent or subject to Section 3.1(a), additional collateral, then the Revolving Credit Claimholders Lender agrees that the Term Loan Agent shall also be entitled to seek on behalf of the Term Loan Claimholders, without objection from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including Revolving Claimholders, adequate protection in the form of a cash paymentreplacement Lien (on such existing or future assets of such Loan Party) or such additional collateral, periodic cash payments which such Liens shall be deemed to be subject to the terms and priorities set forth herein. If any one or otherwisemore Term Loan Claimholders are granted adequate protection in the form of a replacement Lien (on existing or future assets of any Loan Party) or, subject to Section 3.1(a), additional collateral, then the Term Loan Agent agrees that the Revolving Lender shall also be entitled to seek on behalf of the Revolving Claimholders, without objection from the Term Loan Claimholders, adequate protection in the form of a replacement Lien (on such existing or future assets of such Loan Party) or such additional collateral, which such Liens shall be deemed to be subject to the terms and priorities set forth herein. (B) In the event that the Term Loan Agent or any other Term Loan Claimholders are granted adequate protection of any interest in any Collateral in the form of a super-priority administrative expense claim, such super-priority administrative expense claim shall be deemed to be subject to the terms and priorities hereunder, meaning for example that the super-priority administrative expense claims for adequate protection of the interests of the Term Loan Claimholders in the Revolving Credit Priority Collateral shall be junior and not senior to the Revolving Claimholders’ claims in respect of the Revolving Credit \\LA - 765212/000003 - 2075087 v5