OR THE UNITED STATES TRUSTEE OR
ANY OTHER INSOLVENCY OFFICER AND ITS COUNSEL, OR, WITH RESPECT TO ANY CANADIAN
INSOLVENCY PROCEEDING, TO THE EXTENT A RESERVE THEREFOR IS MAINTAINED IN THE
BORROWING BASE, ANY OTHER PRIOR CHARGES PERMITTED UNDER APPLICABLE LAW RELATING
TO THE INSOLVENCY PROCEEDING THAT HAVE BEEN AGREED UPON BY THE ABL AGENT, AND
(II) UNLESS IT SHALL OTHERWISE CONSENT, THE TERM AGENT SHALL RETAIN ITS LIEN ON
THE TERM PRIORITY COLLATERAL WITH THE SAME PRIORITY AS EXISTED PRIOR TO THE
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COMMENCEMENT OF THE CASE UNDER THE SUBJECT DEBTOR RELIEF LAWS AND ANY LIEN OF
THE ABL AGENT (OR OTHER PROVIDER OF DIP FINANCING) (TO THE EXTENT SUCH LIENS
WERE VALID, PERFECTED, ENFORCEABLE AND NOT AVOIDED) ON THE TERM PRIORITY
COLLATERAL SECURING SUCH DIP FINANCING IS JUNIOR AND SUBORDINATE TO THE LIEN OF
THE TERM AGENT ON THE TERM PRIORITY COLLATERAL (TO THE EXTENT OF THE TERM
OBLIGATIONS), (III) ALL LIENS ON ABL PRIORITY COLLATERAL SECURING ANY SUCH DIP
FINANCING SHALL BE SENIOR TO OR ON A PARITY WITH THE LIENS OF THE ABL AGENT AND
THE ABL SECURED PARTIES SECURING THE ABL OBLIGATIONS ON ABL PRIORITY COLLATERAL,
(IV) THE DIP FINANCING SHALL NOT SEEK TO PERMIT THE MAKING, ISSUANCE OR
INCURRENCE OF LOANS OR LETTER OF CREDIT ACCOMMODATIONS PURSUANT TO SUCH DIP
FINANCING THAT WOULD CAUSE THE SUM OF (A) THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF SUCH LOANS AND LETTER OF CREDIT ACCOMMODATIONS MADE PURSUANT TO SUCH
DIP FINANCING PLUS (B) THE OUTSTANDING PRINCIPAL AMOUNT OF PRE-PETITION ABL
OBLIGATIONS TO EXCEED THE AMOUNTS SET FORTH IN CLAUSE (A) OF THE DEFINITION OF
MAXIMUM ABL OBLIGATIONS, (V) THE DIP FINANCING SHALL BE ON TERMS WHICH WOULD NOT
RESULT IN A VIOLATION OF THE PROVISIONS OF SECTION 5.2(A) HEREOF (IT BEING
UNDERSTOOD THAT THE INCREASE OF THE BORROWING BASE BY THE PERMITTED INSOLVENCY
INCREASE AMOUNT SHALL NOT BE VIOLATIVE THEREOF) AND (VI) THE FOREGOING
PROVISIONS OF THIS SECTION 6.1(A) SHALL NOT PREVENT THE TERM AGENT AND THE TERM
SECURED PARTIES FROM OBJECTING TO ANY PROVISION IN ANY DIP FINANCING RELATING TO
ANY PROVISION OR CONTENT OF A PLAN OF REORGANIZATION, ARRANGEMENT, PROPOSAL, OR
OTHER PLAN OF SIMILAR EFFECT UNDER ANY DEBTOR RELIEF LAWS.
(C)
ALL LIENS GRANTED TO THE ABL AGENT OR THE
TERM AGENT IN ANY INSOLVENCY PROCEEDING, WHETHER AS ADEQUATE PROTECTION OR
OTHERWISE, ARE INTENDED BY THE PARTIES TO BE AND SHALL BE DEEMED TO BE SUBJECT
TO THE LIEN PRIORITY AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT.
(D)
THE TERM AGENT AND THE TERM SECURED PARTIES
HEREBY AGREE THAT THEY SHALL NOT OFFER, AND SHALL NOT PERMIT ANY AFFILIATE OF
ANY OF THEM TO OFFER, TO PROVIDE ANY DIP FINANCING TO ANY OBLIGOR IN ANY
INSOLVENCY PROCEEDING OR ENDORSE THE PROVISION OF ANY DIP FINANCING TO ANY
OBLIGOR IN ANY INSOLVENCY PROCEEDING OTHER THAN (I) ANY DIP FINANCING PROVIDED
BY OR CONSENTED TO BY THE ABL AGENT, (II) IF THE ABL AGENT AND THE ABL LENDERS
FAIL TO OFFER TO PROVIDE DIP