Common use of Enforcement Actions Clause in Contracts

Enforcement Actions. Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah may, at its option, take and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishment.

Enforcement Actions. (a) Each of Moriah the Bank Agent and the Notes Collateral Program Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other PartyProgram Agent and the Bank Agent, respectively, prior to commencement of Enforcement and further agrees that during the period, if any, between the giving of such Enforcement Notice and the commencement of Enforcement thereunder, the party receiving such notice shall have the right (but not the obligation) to cure the Event of Default or Event of Termination which has occurred under the Bank Loan Documents or the Program Documents, respectively, and to which such Enforcement Notice relates. Subject to the foregoing, Moriah and the Notes Collateral Agent parties hereto agree that during an Enforcement Period: (ai) Moriah maySubject to any applicable restrictions in the Program Documents, at its option, the Program Agent may take and continue any Enforcement Action action to liquidate the Purchased Property or to foreclose or realize upon or enforce any of the rights of the Program Agent or the Purchasers with respect to Moriah Senior Collateral and realize thereon, the Purchased Property without the prior written consent of the Notes Collateral Bank Agent, provided any Secured Party or any other party hereto; provided, however, that during any Enforcement Period with respect to Returned Goods the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Program Agent shall not take any action to foreclose or realize upon or to enforce its any rights under it may have with respect to the Lockbox AgreementSenior Loan Collateral or any Purchased Property constituting Returned Goods in which the Program Agent or the Purchasers then have an interest junior and subordinate to a Returned Goods Lien without the prior written consent of the Bank Agent, whether pursuant to Section 2 thereof or otherwiseunless the Bank Claim shall have been first paid and satisfied in full in cash. (cii) If both Moriah Subject to any applicable restrictions in the Bank Loan Documents and to Section 2.05(b), the Notes Collateral Bank Agent elect to proceed with Enforcement Actionsmay, then each shall proceed with at its option and without the Enforcement Action prior written consent of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contraryparties hereto, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to accelerate payment of the Bank Claim and to foreclose or realize on upon or enforce any of its rights with respect to (A) the Noteholder Senior Collateral, so as not Loan Collateral and (B) any Purchased Property constituting Returned Goods in which the Program Agent or the Purchasers then have an interest junior and subordinate to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that perioda Returned Goods Lien; provided, however, that the Notes Collateral Bank Agent shall be entitled not otherwise take any action to foreclose or realize upon or to enforce any rights it may have with respect to any of the Purchased Property (other than such Returned Goods) or any Senior Loan Collateral constituting Returned Goods in which a Returned Goods Lien is junior and subordinate to an interest of the Program Agent or the Purchasers in such Returned Goods without the Program Agent’s prior written consent unless the Purchaser Claim shall have been first paid and satisfied in full and the Bank Agent shall apply proceeds of any Purchased Property consisting of Returned Goods as provided in Section 2.01(b) above. (b) Notwithstanding any provision of the UCC or any other applicable law or any of the Bank Loan Documents, the Bank Agent hereby agrees that it will not take any action to enforce any of its rights, powers or remedies arising under the U.S. Pledge Agreement with respect to the Pledged Seller Stock until such action time as it deems necessary the Purchaser Claim has been paid and satisfied in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentfull in cash.

Enforcement Actions. Each The Parties shall consult as to potential strategies to terminate suspected or potential Infringement, consistent with the overall goals of Moriah and this Agreement. If the Notes Collateral Agent agrees not Parties fail to commence or take any Enforcement Action until an Enforcement Notice has been given by agree on such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Periodstrategies: (a) Moriah mayGenentech or its designee shall have the first right, but not the obligation, to seek to xxxxx any actual or suspected Infringement by a Third Party, or to file suit against any Third Party for Infringement, in each case of any Joint New Intellectual Property or Deliverables New Intellectual Property, at its optionown expense, in its own name and under its own direction and control. If Genentech or its designee does not initiate any such action within [**] of any written request by Arvinas for Genentech or its designee to do so following consultation in accordance with this Section 8.4.2, Arvinas shall have the right, but not the obligation, to take action to enforce against such Infringement under such Joint New Intellectual Property or Deliverables New Intellectual Property, at its own expense, in its own name and continue any Enforcement Action with respect to Moriah Senior Collateral under its own direction and realize thereon, without the prior written consent of the Notes Collateral Agent, control; provided that during any Enforcement Period with respect to if Genentech or its designee is pursuing in xxxxxxx ongoing settlement discussions at the Noteholder Senior Collateralend of such [**] period, Moriah then Arvinas shall not commence be permitted to exercise such right unless such settlement discussions cease without reaching settlement or take any Enforcement Action Genentech or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consentits designee ceases to pursue such discussions in xxxxxxx. (b) Subject Arvinas shall have the first right, but not the obligation, to the standstill period described seek to xxxxx any actual or suspected Infringement by a Third Party, or to file suit against any Third Party for Infringement, in each case of any Arvinas Intellectual Property (other than Joint New Intellectual Property and Deliverables New Intellectual Property, which shall be subject to Section 2.3(e8.4.2(a) below, the Notes Collateral Agent mayabove), at its optionown expense, take in its own name and continue under its own direction and control; provided that if such Infringement is also an Infringement of any Enforcement Action Joint New Intellectual Property or Deliverables New Intellectual Property, then the Parties shall consult as to potential strategies to terminate suspected or potential Infringement with respect to the Noteholder Senior Collateral and realize thereon without the such New Intellectual Property in accordance with Section 8.4.2(a) prior written consent of Moriah, provided that during to initiating any Enforcement Period such action with respect to any such Arvinas Intellectual Property in accordance with this Section 8.4.2(b). With respect to any such action regarding an Infringement of any Arvinas Patent to the Moriah Senior Collateralextent relevant to Licensee’s rights under Sections 3.3 or 8.2.7(a) of this Agreement, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any if Arvinas does not, within [**] of receipt of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not relevant consultation in limitation accordance with this Section 8.4.2, take steps to xxxxx the Infringement, or to file suit to enforce against such Infringement, then Genentech or its designee, subject to any relevant obligations under Section 11.2 of the foregoingYale Agreement, during an Enforcement Periodshall have the right, but not the Notes Collateral Agent shall not obligation, to take any action to enforce its against such Infringement under such Arvinas Patent but only to the extent directly relevant to Licensee’s rights with respect to an Exclusive Target under Sections 3.3 that Licensee is permitted to exercise or to Licensee’s rights under the Lockbox Section 8.2.7(a) of this Agreement, whether pursuant in each case at its own expense, in its own name and under its own direction and control; provided that if Arvinas is pursuing in xxxxxxx ongoing settlement discussions at the end of such [**] period, then Genentech or its designee shall not be permitted to Section 2 thereof exercise such right unless such settlement discussions cease without reaching settlement or otherwiseArvinas ceases to pursue such discussions in xxxxxxx. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each The non-controlling Party(ies) shall proceed cooperate with the Party controlling any such action to xxxxx or enforce pursuant to this Section 8.4.2 (an “Enforcement Action”) (as may be reasonably requested by the controlling Party and at the controlling Party’s expense), including, if necessary, by being joined as a party, provided that the non-controlling Party shall be indemnified by the controlling Party as to any costs or expenses incurred, and shall have the right to be represented by its own counsel, at its own expense; provided that the controlling Party shall retain overall responsibility for the prosecution of such Enforcement Action of in such event. The Party controlling any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to such action shall keep the other Party updated with respect to join any such Enforcement Action, including providing copies of all documents received or filed in connection with any proceedingssuch Enforcement Action. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishment.

Enforcement Actions. Each of Moriah and MedImmune shall have the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah may, sole right at its option, take sole expense and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to control the enforcement of the Licensed Patents (iother than the ADCT Development Patents set forth in Sections 3.1.2 (b) and 3.1.2 (c)) against infringers. In any enforcement action filed by MedImmune under this Section, ADCT agrees to be joined as a party, at MedImmune’s expense, if a court of competent jurisdiction determines that it is necessary to do so. If ADCT notifies MedImmune of the alleged infringing activity by a Third Party pursuant to this Section and MedImmune in good faith does not believe that the Third Party is infringing any of the Licensed Patents, then upon written request of MedImmune and within thirty (30) days following receipt of ADCT’s notice, the Parties shall meet to discuss in good faith the merits of the infringement. In the event that the Parties cannot agree as to whether an infringement exists, despite reasonable good faith efforts, the Parties shall agree on an independent patent attorney located in the jurisdiction where the alleged infringement is occurring who shall determine whether, in such attorney’s opinion, there is no possibility of literal infringement existing as alleged by ADCT. The independent attorney shall provide its opinion orally to both Parties at the same time (unless the Parties mutually agree on a written opinion) and shall have entered into a joint defense or shared interest agreement with both Parties in advance of the engagement to protect work product and attorney-client privilege. The Parties shall share the expense of such attorney equally. Such attorney shall: (a) not previously have done any work for MedImmune or ADCT or any of their Affiliates; (b) have at least fifteen (15) years of experience; (c) not be reasonably objected to by either Party if such Party reasonably believes that the retention of such independent attorney would be prejudicial to its secured position during intellectual property interests; and (d) be subject to obligations of confidentiality no less onerous than those set forth in this Agreement. Both Parties shall, within five (5) Business Days of the Standstill Periodretention of such attorney, submit the subject Licensed Patents and the identity of the alleged infringing product, and such patent attorney shall review such information and provide the oral opinion (iiunless the parties agree that such opinion shall be in writing) protect its interest from claims within forty-five (45) days of his or liens her retention. Unless such attorney determines that there is no possibility of third parties or governmental authoritiesliteral infringement as alleged by ADCT, or (iii) preserve then MedImmune shall be obligated to enforce the Noteholder Senior Collateral from deterioration or diminishmentsubject Licensed Patent(s); otherwise MedImmune shall have no further obligation to pursue the matter.

Enforcement Actions. Each (a) Indivior shall have the initial right, but not the obligation, using counsel of Moriah its choice and at its own cost to enforce the Notes Collateral Agent agrees Addex Existing Patent Rights, Addex Development Patent Rights, Addex Overlapping Patent Rights, and/or Joint Patent Rights in the Field or defend any declaratory action with respect thereto, as well as any nullity, inventorship or other action brought in a judicial proceeding affecting the scope, validity, or enforceability of the Addex Existing Patent Rights, Addex Development Patent Rights, Addex Overlapping Patent Rights, or Joint Patent Rights. Indivior shall have sole control of any decisions or other aspects of such action, subject to Section 7.4(b), and Addex shall, upon request, give to Indivior such reasonable assistance as Indivior may reasonably request, including by signing or executing any necessary documents and consenting to its name being used in the proceedings; provided that Indivior shall reimburse Addex for any reasonable out-of-pocket expenses incurred while providing such assistance and provide an indemnity in respect of any costs order made against Addex by reason of lending its name to the proceedings, where such costs order did not result from Addex wrongdoing or from conduct that would require Addex to indemnify Indivior under this Agreement. Indivior shall keep Addex reasonably informed of the progress of the action and shall consider the comments and observations of Addex in prosecuting the action. If Indivior does not, within [***] days of a notice from Addex requiring bringing or defending such action, institute or defend such an action, then Addex shall have the right, but not the obligation, at its own cost, to commence proceedings or take assume the defense in the Territory regarding the action and, in such case, Addex shall, subject to Section 7.4(b), have sole control of any Enforcement Action until decisions or other aspects of the action, and Indivior shall, upon request, give to Addex such reasonable assistance as Addex may reasonably request; provided that Addex shall reimburse Indivior for any reasonable out-of-pocket expenses incurred while providing such assistance and provide an Enforcement Notice has been given indemnity in respect of any costs order made against Indivior in connection therewith, where such costs order did not result from Indivior’s wrongdoing or from conduct that would require Indivior to indemnify Addex under this Agreement; provided further that nothing in this Section 7.4(a) shall oblige Indivior to lend its name to, or be joined in, any proceedings commenced by such Enforcing Party to the other Party. Subject Addex pursuant to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period:. (ab) Moriah mayIn the event that Addex desires to bring an action based on Addex Overlapping Patent Rights in the Indivior Exclusive Field, at its optionor in the Shared Field if such action relates to Licensed Compounds or Products, take Addex shall provide reasonable advance notice to Indivior, and continue Addex shall consider comments and observations of Indivior before undertaking such action. Addex shall keep Indivior reasonably informed of the progress of any Enforcement Action such action, including any issues affecting the validity or enforceability of Addex Overlapping Patent Rights or the scope of the Addex Overlapping Patent Rights with respect to Moriah Senior Collateral and realize thereonLicensed Compounds or Products. Addex shall not take any position negatively affecting the scope of the Addex Overlapping Patent Rights with respect to their coverage of Licensed Compounds or Products. To the extent an invalidity or unenforceability defense or counterclaim is raised in such action, where permitted by the law of the relevant jurisdiction, Indivior shall have the right to intervene or join in such action to protect its interests in the Addex Overlapping Patent Rights. Addex shall not, without Indivior’s prior written consent (which consent shall not be unreasonably withheld or delayed) bring an action for infringement of (i) Addex Existing Patent Rights or (ii) Addex Development Patent Rights outside of the Field. (c) Addex shall have the option, but not the duty, to enforce the Addex Retained Patent Rights against Third Party infringement in the Field. Addex shall bear the costs of such enforcement. (d) Indivior shall not, without the prior written consent of the Notes Collateral AgentAddex, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah which shall not commence be unreasonably withheld, delayed or take conditioned, make any Enforcement Action admission or realize upon enter into a settlement, consent to judgement or other voluntary final disposition in connection with any such proceedings under this Section 7.4 that: (i) extends, or purports to exercise, Indivior’s rights under the Noteholder Senior Collateral without Licensed IP beyond the Notes Collateral Agent's prior written consent. rights granted pursuant to this Agreement, (ii) makes any admission regarding wrongdoing by Addex, or the invalidity, unenforceability or absence of infringement of any Patent Rights within the Licensed IP; (iii) subjects Addex to an injunction or other equitable relief; or (iv) obligates Addex to make a monetary payment. Similarly, in no case may Addex enter into any settlement or consent judgment or other voluntary final disposition that: (a) limits Indivior’s rights under the Licensed IP or under this Agreement other than as expressly stated herein; (b) Subject makes any admission regarding wrongdoing on the part of Indivior, an Affiliate or sublicensee, or the invalidity, unenforceability or absence of infringement of any Licensed IP or Addex Patent Rights; (c) subjects Indivior to the standstill period described an injunction or other equitable relief; or (d) obligates Indivior to make a monetary payment; in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon all cases without the prior written consent of MoriahIndivior, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent which consent shall not commence be unreasonably withheld, delayed or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consentconditioned. In furtherance and not no case shall Addex grant or have the power to grant any license for Compounds or pharmaceutical products containing or comprising Compounds in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights Indivior Exclusive Field under the Lockbox AgreementAddex Patent Rights, whether pursuant Addex Retained Patent Rights or Licensed IP. In no case shall Addex grant or have the power to Section 2 thereof grant any license for Licensed Compounds or otherwise. (c) If both Moriah and Products in the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with Shared Field under the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in FullLicensed IP. (e) Notwithstanding anything herein Any damages or award (including any award of costs) made in the proceedings shall be used first to reimburse each Party for any costs or expenses that it may have incurred in connection with the infringement proceedings (including without limitation, any amounts paid by the Party bringing the action to the contrary, but subject other Party as reimbursement for expenses related to assisting in the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5proceedings) days of an Enforcement Period (the “Standstill Period”), it shall not take and any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent remaining amounts shall be entitled retained by the Party to take such action as it deems necessary in its sole discretion to which they were awarded, save that (i) protect its secured position during the Standstill Period, any award [***] shall be [***] and (ii) protect its interest from claims or liens any award [***] shall, following reimbursement of third parties or governmental authoritiescosts and expenses in accordance with the foregoing, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentbe [***]; provided that any such award shall [***].

Enforcement Actions. Each of Moriah the Banks' Agent, the Administrative Agent and the Notes Receivables Collateral Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyothers prior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such Person). Subject to the foregoing, Moriah and each of the Notes Collateral Agent agree parties hereto agrees that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Receivables Documents, the Receivables Collateral Agent may at its option, take option and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agentother parties hereto, provided that during take any Enforcement Period action to (i) accelerate payment of the Receivables Claim or any other obligations and liabilities under any of the Receivables Documents and (ii) liquidate the Receivables Program Assets or to foreclose or realize upon or enforce any of its rights with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consentReceivables Program Assets. (b) Subject to any applicable restrictions in the standstill period described in Section 2.3(e) belowLoan Documents, the Notes Collateral Banks' Agent or the Banks may, at its optiontheir option and without the prior consent of the other parties hereto, take any action to accelerate payment of the Bank Claim or any other obligation or liability arising under any of the Loan Documents and continue to foreclose or realize upon or enforce any Enforcement Action of their rights with respect to the Noteholder Senior Bank Collateral and realize thereon without the prior written consent of Moriahor other collateral security, provided that during any Enforcement Period including with respect to any Receivables Program Assets constituting Purchased Assets Returned Goods that have been commingled with the Moriah Senior Bank Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, other actions as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodthey deem appropriate; provided, however, that the Notes Collateral Banks' Agent shall be entitled not otherwise take any action to take such action foreclose or realize upon or to enforce any rights it may have with respect to uncommingled Purchased Assets Returned Goods in which the Receivables Interest continues as it deems necessary provided in its sole discretion to (i) protect its secured position during Section 2.1 above or the Standstill Period, (ii) protect its interest from claims Stock Collateral without the Administrative Agent's and the Receivables Collateral Agent's prior written consent unless the Receivables Claim or liens any other obligation or liability arising under any of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentReceivables Documents shall have been first paid and satisfied in full and the Receivables Documents have terminated.

Enforcement Actions. Each 3.1 At any time after the occurrence and during the continuation of Moriah and an Event of Default, the Notes Lenders may provide a Lenders’ Request to direct the Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to Action. Only the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah may, at its option, take and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect acting on a Lenders’ Request, has the right to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral, and the Collateral Agent shall take no Enforcement Action without receiving a Lenders’ Request. 3.2 To take an Enforcement Action, the Lenders must serve a Lenders’ Request on the Collateral Agent, which must describe the Event of Default with respect to which the Lenders are seeking to pursue remedies as well as the proposed Enforcement Action that the Lenders wish the Collateral Agent to pursue. Each Lenders’ Request will, except as otherwise provided in this Agreement, be effective on the date it is given. On receipt of the relevant Lenders’ Request and realize thereon if the Event of Default which is the subject of such Lenders’ Request is continuing, the Collateral Agent: (a) must, with all commercial diligence, initiate the Enforcement Action specified in the Lenders’ Request without further action on behalf of the prior Lenders; and (b) may, without being required to give any notice (except as may be required by mandatory requirements of applicable law), exercise all rights and remedies under and pursuant to the Security Documents or otherwise as are available pursuant to applicable law. 3.3 Promptly upon taking any Enforcement Action, the Collateral Agent must give the Lenders notice that it has commenced an Enforcement Action and must afterward keep the Lenders reasonably apprised of the progress of the Enforcement Action. 3.4 Any Lenders’ Request delivered by the Lenders may be modified, rescinded, supplemented, terminated, withdrawn or countermanded at any time by an affirmative written consent of Moriahthe Lenders who originally delivered the Lender’s Request. 3.5 Any amount of the Obligations not paid when due will bear interest at the default rate of interest set out in the Convertible Securities Agreement or the Security Documents, as the case may be, provided that during any Enforcement Period with respect to the Moriah Senior CollateralCollateral Agent, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize acting on the Noteholder Senior Collateralspecific instructions of a Lenders’ Request, so as not to impair may waive or vary any interest payments due from the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentCompany.

Enforcement Actions. Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah may, at its option, take and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, in the event that Seller reasonably determines that a third party is likely infringing on any valid claim contained in the Assigned Patents, and if such Assigned Patent does not then cover a Qualified Drug that Buyer or any licensee or sublicensee has in development or is commercializing, then Seller shall have the right, but subject not the obligation, to provide written notice of the proviso at alleged infringement to Buyer, identifying the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period alleged infringing party (the “Standstill PeriodInfringer”) and the alleged infringing activity (such notice being the “Infringement Notice”). Buyer shall then have 120 days from receipt of an Infringement Notice to elect to provide Seller with written notice of its intention to commence, it at Buyer’s sole expense, legal proceedings against the Infringer. If Buyer fails to provide written notice to Seller of its bona fide intention to commence legal proceedings against the Infringer, or if Buyer fails to file suit against the Infringer within 180 days from receipt of the Infringement Notice and thereafter use commercially reasonable efforts to prosecute such infringement action, then the Seller shall not take any action have the right, at its sole expense, to realize on commence legal proceedings against the Noteholder Senior CollateralInfringer. Any recoveries resulting from legal proceedings against an Infringer shall accrue for the sole benefit of, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent and shall be entitled payable to, the party who prosecutes such proceedings in accordance with the provisions of this Section 6.04, subject to take any Royalties or other amounts payable by Buyer to Seller hereunder. Any party hereto who receives a payment of any funds that should rightly have been paid to the other party hereunder in accordance with the prior sentence shall promptly (but in any event no later than 14 days following the receipt thereof) pay such action funds over to the appropriate party as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentdetermined thereunder.

Enforcement Actions. Each Each, of Moriah the Lenders Agents, on the one hand, and the Notes Collateral Agent Receivables Agent, on the other hand, agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyprior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such Person). Subject to the foregoing, Moriah and each of the Notes Collateral Agent agree parties hereto agrees that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Receivables Documents, the Receivables Agent may at its optionoption and without the prior consent of the other parties hereto, take any action to (i) accelerate payment of the Receivables Claim or any other obligations and continue liabilities under any Enforcement Action of the Receivables Documents and (ii) liquidate the Receivables Assets or to foreclose or realize upon or enforce any of its rights with respect to Moriah Senior the Receivables Assets; provided, however, that, subject to Section 2.3(e), the Receivables Agent shall not take any action to foreclose or realize upon or to enforce any rights it may have with respect to any Receivables Assets constituting Returned Goods which have been commingled with the Lenders Collateral and realize thereon, without the prior written consent of the Notes Collateral Controlling Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to any applicable restrictions in the standstill period described in Section 2.3(e) belowLoan Documents and the ABL-Term Loan Intercreditor Agreement, the Notes Collateral Agent Lenders Agents or the Lenders may, at its optiontheir option and without the prior consent of the other parties hereto, take and continue any Enforcement Action action to accelerate payment of the Lenders Claims or any other obligation or liability arising under the Credit Agreements or any of the other Loan Documents, foreclose or realize upon or enforce any of their rights with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of MoriahLenders Collateral, including, except as otherwise provided that during any Enforcement Period in Section 2.3(e), with respect to any Receivables Assets constituting Returned Goods that have been commingled with the Moriah Senior Lenders Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, other actions as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodthey deem appropriate; provided, however, that the Notes Collateral Agent Lenders Agents shall be entitled not otherwise take any action to take foreclose or realize upon or to enforce any rights they may have with respect to uncommingled Returned Goods without the Receivables Agent’s prior written consent unless the Receivables Claim shall have been first paid and satisfied in full and the Receivables Documents have terminated. (c) If Returned Goods are commingled with Inventory, the parties agree to cooperate in the disposition of such action Returned Goods and Inventory and the application of the proceeds thereof as it deems necessary provided in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentSection 2.3(e).

Enforcement Actions. Each (i) In the event that Array or Ono becomes aware of Moriah actual or threatened infringement or misappropriation of any Array Patent or Array Know-How in any country within the Ono Territory by the Manufacture or sale or use of an unauthorized version of a Product (“Infringing Product”), then such Party shall promptly notify the other Party in writing and the Notes Collateral Agent agrees Parties shall consult with each other with respect to the strategy in response to such Infringing Product. Array shall have the first right, but not the obligation, to commence initiate proceedings or take other appropriate action in Ono Territory, at its own expense, against any Enforcement Action until such Third Party. If Array does not initiate proceedings or take other appropriate action within ninety (90) days of receipt of a request by Ono to initiate an Enforcement Notice has been given by enforcement proceeding, or if a legal proceeding must be commenced prior to the end of such ninety(90) day period to avoid a loss of rights, then no later than five (5) days prior to such deadline, then Ono shall be entitled to initiate infringement proceedings or take other appropriate action against an Infringing Product at its own expense. The Party conducting such action (“Enforcing Party”) shall have full control over its conduct, including settlement thereof; provided, however, that the Enforcing Party to may not settle any such action, or make any admissions or assert any position in such action, in a manner that would materially adversely affect the rights or interests of the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah may, at its option, take and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agentother Party, provided which shall not be unreasonably withheld or delayed. In any event, the Parties shall assist one another and cooperate in any such litigation at Enforcing Party’s reasonable request. (ii) With respect to Infringing Products containing Binimetinib, Ono’s rights under Section 11.3(a)(i) are subject to the rights previously granted to AstraZeneca AB (“AZ”) pursuant to Sections 8.3.1 and 8.3.3 of that during certain Collaboration and License Agreement between Array and AZ, effective as of December 18, 2003, as amended by that certain Amendment to Collaboration and License Agreement, between Array and AZ, effective as of June 1, 2009 (collectively, the “AZ Agreement”). For the avoidance of doubt, the rights granted to or retained by Array pursuant to Sections 8.3.1 and 8.3.3 of the AZ Agreement shall, to the extent relating to Infringing Products containing Binimetinib, be subject to this Agreement, including this Section 11.3. Any enforcement actions initiated by AZ with respect to an Infringing Product shall be deemed initiated by Array for purposes of Section 11.3(a)(i), and the costs and expenses incurred by Array in such enforcement action shall include any Enforcement Period costs and expenses reimbursed or required to be reimbursed by Array to AZ in accordance with the AZ Agreement in such enforcement action. Additionally it is further understood that notwithstanding anything to the contrary in this Agreement, the AZ Agreement, and the rights granted to AZ thereunder, shall in no event constitute a breach of Sections 8.2 and 15.1. (iii) With respect to the responsibility and allocation of costs for the enforcement of the Joint Patents (i) against Third Party products that infringe the Joint Patents outside the Ono Territory, or (ii) against Third Party products in the Ono Territory that infringe the Joint Patents but that are not “Infringing Products”, the Parties shall discuss and agree at the time when the Parties consult with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consentstrategy of such enforcement action in response to such Third Party infringement. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishment.

Enforcement Actions. Each of Moriah the Lender Agent and the Notes Receivables ------------------- Collateral Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyothers prior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such Person). Subject to the foregoing, Moriah and each of the Notes Collateral Agent agree parties hereto agrees that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Receivables Documents, the Receivables Collateral Agent may at its option, take option and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agentother parties hereto, provided that during take any Enforcement Period action to (i) accelerate payment of the Receivables Claim or any other obligations and liabilities under any of the Receivables Documents and (ii) liquidate the Receivables Assets or to foreclose or realize upon or enforce any of its rights with respect to the Noteholder Senior CollateralReceivables Assets; provided, Moriah shall not commence or take any Enforcement Action or realize upon however, that the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes -------- Receivables Collateral Agent shall not take any action to foreclose or realize upon or to enforce its any rights under it may have with respect to any Receivables Assets constituting Returned Goods which have been commingled with the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwiseLender Collateral without the prior written consent of the Lender Agent. (cb) If both Moriah Subject to any applicable restrictions in the Loan Documents, the Lender Agent or the Lenders may, at their option and without the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action prior consent of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contraryparties hereto, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to accelerate payment of the Lender Claim or any other obligation or liability arising under any of the Loan Documents, foreclose or realize on upon or enforce any of their rights with respect to the Noteholder Senior Lender Collateral or other collateral security, including, except as otherwise provided in Section 2.3(e), with respect to any -------------- Receivables Assets constituting Returned Goods that have been commingled with the Lender Collateral, so or take any other actions as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodthey deem appropriate; provided, however, that the Notes Collateral Lender Agent shall be entitled not otherwise -------- ------- take any action to take foreclose or realize upon or to enforce any rights it may have with respect to uncommingled Returned Goods without the Receivables Collateral Agent's prior written consent unless the Receivables Claim or any other obligation or liability arising under any of the Receivables Documents shall have been first paid and satisfied in full and the Receivables Documents have terminated. (c) If Returned Goods are commingled with Inventory, the parties agree to cooperate in the disposition of such action Returned Goods and Inventory and the application of the proceeds thereof as it deems necessary provided in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishment.Section 2.3(e). --------------

Enforcement Actions. Each of Moriah Senior Creditor and the Notes Subordinate Creditors agree that in order to maximize the value of the Collateral Agent agrees not to commence or take any and ensure that such Collateral is sold in a coordinated manner, that certain Qualified Enforcement Action until an Enforcement Notice has been given by such Enforcing Party Actions (as hereinafter defined) should be taken only after notice to the other Partyparty. Subject to In furtherance of this, the foregoing, Moriah Senior Creditor and the Notes Collateral Agent Subordinate Creditors agree that during an after the occurrence of any event of default under any of the Loan Documents that any Enforcement Period:Actions taken against any of the Collateral (other than any action to accelerate or declare due any Obligations, to demand payment of any Obligations, to exercise any right of set-off or counterclaim, or to preserve the value of the Collateral) (each such Enforcement Actions being called a "Qualified Enforcement Action") shall be exercised by such party only in accordance with the provisions of this Section. (a) Moriah Prior to the Repayment in Full of the Level I Senior Creditor Obligations. Prior to the Repayment in Full of the Level I Senior Creditor Obligations, the Senior Creditor will, prior to taking any Qualified Enforcement Action(s), provide the Subordinated Creditors with written notice of the action or actions which it proposes to take. Subordinated Creditors will then have a period of fifteen (15) days from the date of receipt of such notice to consent or object to the proposed Qualified Enforcement Action (such period being called the "Consent Period"). In the event no Subordinated Creditor objects in writing to such Qualified Enforcement Action within the Consent Period, the Senior Creditor may, at its optionwithout further notice, proceed to take the proposed Qualified Enforcement Action. In the event any Subordinated Creditor objects in writing to such Qualified Enforcement Action, within the Consent Period and continue any with such objection proposes an alternative Qualified Enforcement Action, the Senior Creditor agrees that prior to taking such Qualified Enforcement Action it will discuss with respect the Subordinated Creditors the proposed alternative Qualified Enforcement Action. In the event the Senior Creditor and the Subordinated Creditors are unable to Moriah agree upon a mutually agreeable course of action after such discussion, the Senior Collateral Creditor may, and realize thereon, without the prior written consent each of the Notes Collateral AgentSubordinated Creditors hereby authorize the Senior Creditor to, proceed with the Qualified Enforcement Action proposed by the Senior Creditor. The Subordinated Creditors agree that provided such Qualified Enforcement Action constitutes a commercially reasonable sale under the applicable Uniform Commercial Code they will promptly take such steps as the Senior Creditor may request to effectuate such sale, including, but not limited to, the release of each Subordinated Creditor's lien on the Collateral. (provided that such release will not affect the Subordinate Creditor's rights to any excess proceeds realized on the sale of the Collateral in accordance with the priorities established in this Agreement and by applicable law). In addition, the Subordinate Creditors agree that, in the event the Subordinate Creditors are entitled to take Enforcement Actions prior to the repayment in full of the Level 1 Senior Creditor Obligations as permitted in Section 3.01(a) above, the Subordinate Creditors shall not take any Qualified Enforcement Action(s) without complying with the same notice and consent procedures set forth in this Section. The Senior Creditor agrees that, during any Enforcement Period with respect Standstill Period, the Subordinate Creditors may give notice to the Noteholder Senior CollateralCreditor and otherwise comply with the consent and discussion procedures set forth in this Section 3.04(a) at any time prior to a Standstill Termination Date, Moriah shall not commence or take but will refrain from taking any Qualified Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consentActions until any Standstill Period has expired. The Subordinate Creditors agree that, if a Consent Period extends beyond a Standstill Termination Date, they will refrain from taking any Qualified Enforcement Action(s) until such Consent Period has expired. (b) Subject After Repayment in Full of the Level I Senior Creditor Obligations. After the repayment in full of the Level I Senior Creditor Obligations, the Senior Creditor and the Subordinated Creditors will, prior to taking any Qualified Enforcement Action(s), provide the other party with written notice of the action or actions which it proposes to take (the party taking any Qualified Enforcement Action under this Section being called, the "Liquidating Party" and the party having the opportunity to consent being called the "Non Liquidating Party"). The Non Liquidating Party shall have a Consent Period to consent or object to the standstill period described proposed Qualified Enforcement Action. In the event the Non Liquidating Party does not object in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any writing to such Qualified Enforcement Action with respect to within the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Consent Period, the Notes Collateral Agent shall not Liquidating Party may, without further notice, proceed to take any action the proposed Qualified Enforcement Action. In the event the Non Liquidating Party objects in writing to enforce its rights under such Qualified Enforcement Action, within the Lockbox AgreementConsent Period and with such objection proposes an alternative Qualified Enforcement Action, whether pursuant the Liquidating Party agrees that prior to Section 2 thereof or otherwise. (c) If both Moriah taking such Qualified Enforcement Action it will discuss with the Non Liquidating Party the proposed alternative Qualified Enforcement Action. In the event the Subordinated Creditors and the Notes Collateral Agent elect Senior Creditor are unable to proceed with Enforcement Actionsagree upon a mutually agreeable course of action after such discussion, then each shall either party may proceed with the Qualified Enforcement Actions proposed by the Liquidating Party. Each party agrees that provided such Qualified Enforcement Action constitutes a commercially reasonable sale under the applicable Uniform Commercial Code that it will promptly take such steps as the Liquidating Party may request to effectuate such sale, including, but not limited to, the release of any security interests in or liens the Non Liquidating Party's lien on any the Collateral in which it if, and only if the Liquidating Party has a senior lien or security interest, as described in to the lien of the Non Liquidating Party at the time of such Qualified Enforcement Action (and provided by Section 2.1, without prejudice to that such release will not affect the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Non-Liquidating Party's Claim is Paid in Full. (e) Notwithstanding anything herein right to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize excess proceeds realized on the Noteholder Senior Collateral, so as not to impair sale of the collection Collateral in accordance with the priorities established in this Agreement and by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentapplicable Law).

Enforcement Actions. Each of Moriah The Creditors agree that: 4.1 Notwithstanding any provision in this Agreement, the Credit Facility Documents or the Bond Documents to the contrary, Lender shall have the right but not the obligation to provide cure and make any payments for Trustee Claims to the extent such cure right is given to the Borrower under the Bond Documents, and the Notes Collateral Agent agrees Trustee shall have the right but not the obligation to commence or take provide cure and make any Enforcement Action until an Enforcement Notice has been payments for Lender Claims to the extent such cure right is given to the Borrower under the Credit Facility Documents, except as otherwise provided by such Enforcing Party applicable law in any relevant circumstance. 4.2 Beyond the duties hereunder to account to the other Party. Subject Creditor for moneys received by it on account of the Shared Collateral, Lender and Trustee shall each use reasonable care to preserve or protect any Shared Collateral in its possession or control or in the possession or control of any of its or their respective agents or nominees, or any income thereon or proceeds thereof, or as to the foregoingpreservation of rights against prior parties or any other rights pertaining thereto. 4.3 Notwithstanding the commencement of any Enforcement Action, Moriah the rights and obligations of Lender and Trustee under this Agreement shall remain in full force and effect until (i) all Credit Facility Indebtedness has been paid in full and Lender’s commitment to provide such indebtedness shall have terminated, and (ii) the Notes Collateral Agent agree that during an Enforcement PeriodBonds shall have been paid in full, irrespective of: (a) Moriah mayany lack of validity or enforceability of this Agreement, at its optionany Bond Document or any Credit Facility Document; (b) any change in the amount, take manner, place or terms of payment or change or extension of the time of payment of or renewal or alternation of any indebtedness in any respect, or any modification or amendment of any Bond Document or Credit Facility Documents; provided that it is understood, acknowledged and continue agreed that no additional Bond or Loan indebtedness shall be incurred or material amendments or supplements be made to any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, of the Bond Documents without the prior written consent of the Notes Collateral AgentLender in each instance; and provided further that, provided that during any Enforcement Period with respect Lender, by its execution and delivery of this Agreement, consents to the Noteholder Senior Collateral(i) issuance of the Series 2008 Bonds as contemplated in the Bond Documents, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. and (bii) Subject amendments of and supplements to the standstill period described Bond Documents set forth in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take Supplemental Indenture and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwiseLoan Agreement Amendment. (c) If both Moriah and sale, exchange, release or other dealings with all or any part of the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings.Shared Collateral; (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full.exercise or refrain by either Creditor from exercising any rights against Borrower and/or others; (e) Notwithstanding anything herein application of any sums, by whomsoever paid or howsoever realized, to any indebtedness of Borrower in any manner or order in such creditor’s sole discretion in accordance with the provisions of the related Financing Documents,; provided that it is understood, acknowledged and agreed that Borrower’s obligations in respect of the Loan and the Bonds are secured only to the contraryextent of the Trustee Collateral; or (f) any other circumstance or event that might otherwise constitute a defense available to, but subject to or a discharge of, Borrower in respect of any of the proviso at Bonds, the end Loan or the Credit Facility Indebtedness, or Trustee or Lender in respect of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentAgreement.

Enforcement Actions. Each of Moriah the Lender Agent and the Notes Collateral Purchaser Agent agrees not to commence or take any Enforcement Action until use its best efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyprior to commencement of Enforcement and further agrees, that, during the period, if any, between the giving of such Enforcement Notice and the commencement of Enforcement thereunder, the Agent receiving such notice shall have the right (but not the obligation) to cure the "Event of Default" or "Event of Termination" which has occurred under the Loan Documents or the Purchaser Documents, respectively, and to which such Enforcement Notice relates. Subject to the foregoing, Moriah and the Notes Collateral Agent parties hereto agree that during an Enforcement Period: (a) Moriah may, at its option, take and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to any applicable restrictions in the standstill period described in Section 2.3(e) belowPurchaser Documents, the Notes Collateral Purchaser Agent may, at its option, take and continue any Enforcement Action action to liquidate the investment of the Purchasers in the Purchased Property and/or to foreclose or realize upon or enforce any of their rights with respect to the Noteholder Senior Collateral and realize thereon Purchased Property without the prior written consent of Moriah, provided that during any Enforcement Period with respect to Originator or the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodLender Agent; provided, however, that the Notes Collateral Purchasers shall not take any action to foreclose or realize upon or to enforce any rights they may have with respect to any Purchased Property constituting Returned Goods which have been commingled with the Lender Collateral, unless the Purchaser Agent, pursuant to the last sentence of Section 2.3(c), has withheld consent to a sale or other disposition of such inventory. (b) Subject to any applicable restrictions in the Loan Documents, the Lender Agent shall be entitled may, at its option and without the prior written consent of the Purchasers, take any action to take such action as it deems necessary in accelerate payment of the Lender Claim and to foreclose or realize upon or enforce any of its sole discretion rights with respect to (i) protect its secured position during the Standstill Period, Lender Collateral and (ii) protect its interest from claims except as otherwise provided in Section 2.3(c), with respect to any Purchased Property constituting Returned Goods which have been commingled with the Lender Collateral; provided, however, that the Lender Agent shall not otherwise take any action to foreclose or liens realize upon or to enforce any rights it may have with respect to any of third parties or governmental authorities, or (iiithe Purchased Property without the Purchaser Agent's prior written consent unless the Purchaser Claim shall have been first paid and satisfied in full and the Lender Agent shall apply the proceeds of any Purchased Property consisting of Returned Goods as provided in Section 2.3(c) preserve the Noteholder Senior Collateral from deterioration or diminishmentabove.

Enforcement Actions. Each of Moriah and the Notes Collateral Agent Lender agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other PartyLender. Subject to the foregoingforegoing and Section 2.2 above, Moriah Bank and the Notes Collateral Agent Alliance agree that during an Enforcement Period: (a) Moriah Alliance may, at its option, take and continue any Enforcement Action with respect action to Moriah Senior Collateral and realize thereon, without the prior written consent accelerate payment of the Notes Collateral Agent, provided that during Alliance Claim and to foreclose or realize upon or enforce any Enforcement Period of its rights with respect to the Noteholder Alliance Senior Collateral, Moriah provided that Alliance shall not commence or take reasonably cooperate with Bank in any Enforcement Action or realize upon such action in order to maximize any recovery on the Noteholder Collateral and shall provide Bank notice of sale and any offer to purchase the Alliance Senior Collateral without the Notes Collateral Agent's prior written consent.Collateral; (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent Bank may, at its option, take any action to accelerate payment of the Bank Claim and continue to foreclose or realize upon or enforce any Enforcement Action of its rights with respect to the Noteholder Bank Senior Collateral; provided that Bank shall reasonably cooperate with Alliance in any such action in order to maximize any recovery on the Collateral and realize thereon without shall provide Alliance notice of sale and any offer to purchase the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Bank Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) The parties hereto shall execute and deliver such additional documents and take such additional action as may be reasonably necessary to effectuate the provisions and purposes of this Agreement. If both Moriah and requested, the Notes Collateral Agent elect parties shall execute filings to proceed be recorded in accordance with Enforcement Actions, then each shall proceed with Uniform Commercial Code provisions in the Enforcement Action appropriate locations reflecting the provisions of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedingsthis Agreement. (d) Each Enforcing Party shall so notify If Alliance or Bank has any security interest in or lien on any of the Collateral as security for payment of any indebtedness of Borrower, or of any other Party at such time party, other than indebtedness incurred pursuant to the Alliance Agreements or the Bank Agreements, then Alliance or Bank, as the Enforcing Party's case may be, may not apply the proceeds of any of the Collateral to satisfy such other indebtedness until the Alliance Claim is Paid and the Bank Claim are paid in Fullfull or otherwise satisfied. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishment.

Enforcement Actions. Each of Moriah the Bank Agent, the Trustee, and the Notes Collateral Program Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by to each other party hereto prior to commencement of Enforcement and further agrees that during the period, if any, between the giving of such Enforcing Party Enforcement Notice and the commencement of Enforcement thereunder, each party receiving such notice shall have the right to the other Partyextent within its power (but not the obligation) to cure the Event of Default or Early Amortization Event which has occurred under the Bank Loan Documents or the Purchaser Documents, respectively, and to which such Enforcement Notice relates. Subject to the foregoing, Moriah and the Notes Collateral Agent parties hereto agree that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Purchaser Documents, at its option, the Trustee may take and continue any Enforcement Action action to liquidate the Purchased Property or to foreclose or realize upon or enforce any of the rights of the Trust with respect to Moriah Senior the Purchased Property without the prior written consent of any Lender Party or any other party hereto; provided, however, that with respect to Returned Goods, the Trustee shall not take any action to foreclose or realize upon or to enforce any rights it may have with respect to any Collateral or any Purchased Property constituting Returned Goods in which the Trustee then has an interest junior and realize thereon, subordinate to a Returned Goods Lien without the prior written consent of the Notes Collateral Bank Agent, unless the Bank Claim shall have been first paid and satisfied in full in cash, and the Trustee shall apply the proceeds of such Returned Goods as provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consentin Section 2.01(b) above. (b) Subject to any applicable restrictions in the standstill period described in Section 2.3(e) belowBank Loan Documents, the Notes Collateral Bank Agent may, at its option, take option and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriahthe other parties hereto, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to accelerate payment of the Bank Claim and to foreclose or realize upon or enforce any of its rights under with respect to (i) the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. Collateral and (cii) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodPurchased Property constituting Returned Goods; provided, however, that the Notes Collateral Bank Agent shall be entitled not otherwise take any action to take foreclose or realize upon or to enforce any rights it may have with respect to any of the Purchased Property constituting Returned Goods in which a Returned Goods Lien is then junior and subordinate to an interest of the Trustee in such action Returned Goods (to the extent that such interest has been so identified to the Bank Agent with sufficient specificity so as it deems necessary to enable the Trustee to segregate such property) without the Program Agent's prior written consent (unless the Purchaser Claim Termination Date shall have occurred) and the Bank Agent shall apply proceeds of any Purchased Property consisting of Returned Goods as provided in its sole discretion to (iSection 2.01(b) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentabove.

Enforcement Actions. Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah mayIf, at any time after the Closing, the Commitment Integrity Committee determines that CCF has breached any of its optionobligations under Sections 4.2, take 4.4, 4.5, 4.6 and continue any 4.7 of this Agreement (the “Fundamental Commitments”), then the Commitment Integrity Committee shall provide written notice thereof to CCF, the IRMC Board and the District, describing in reasonable detail the nature of the alleged breach and other information pertinent thereto (a “Breach Notice”). Upon receipt of a Breach Notice, representatives of CCF and the members of the Commitment Integrity Committee (along with their respective advisors) shall meet on a regular basis to discuss and resolve the alleged breach identified in the Breach Notice. If CCF and the Commitment Integrity Committee are unable to resolve the alleged breach by CCF identified in the Breach Notice to the reasonable satisfaction of the Commitment Integrity Committee within sixty (60) days of the delivery of the Breach Notice, then the Commitment Integrity Committee may bring and pursue an Enforcement Action on behalf of, and in the name of, IRMC with respect to Moriah Senior Collateral any unresolved alleged breach. The Enforcement Action shall be conducted pursuant to the Commercial Arbitration Rules and realize thereon, without the prior written consent Mediation Procedures of the Notes Collateral AgentAmerican Arbitration Association before a single arbitrator selected by agreement of CCF and the Commitment Integrity Committee from a panel provided by the American Arbitration Association; provided, however, if CCF and the Commitment Integrity Committee cannot agree on a single arbitrator, then each shall select an arbitrator from the panel provided that during by the American Arbitration Association and the two arbitrators so selected shall select an arbitrator from such panel who shall be the single arbitrator for the Enforcement Action. The Enforcement Action shall be held at a mutually agreed location in Orlando, Florida. The decision of such arbitrator shall be issued in writing and shall be binding upon the Parties and the Commitment Integrity Committee. The Commitment Integrity Committee shall have the sole and exclusive right and authority to make any Enforcement Period and all decisions with respect to the Noteholder Senior Collateral, Moriah shall not commence or take enforcement of Fundamental Commitments and the prosecution of any Enforcement Action Action, including the decision to engage or realize upon dismiss legal counsel representing the Noteholder Senior Collateral without Commitment Integrity Committee in connection therewith and decisions to enter into settlement negotiations and to make and accept settlement offers with respect thereto. CCF acknowledges and agrees that the Notes Collateral Agent's prior written consent. (b) Subject Commitment Integrity Committee has standing to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take assert and continue any bring an Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent on behalf of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodIRMC; provided, however, that the Notes Collateral Agent Commitment Integrity Committee shall only be authorized to seek equitable relief on behalf of IRMC in the form of an injunction or specific performance and shall not be authorized to seek money damages from CCF (other than specific performance of an obligation involving the payment of money) with respect thereto. (b) The agreement to arbitrate set forth in Section 3.4(a) shall be entitled specifically enforceable. CCF or the Commitment Integrity Committee may apply to take such action as it deems necessary a court for interim or conservatory relief, including without limitation a proceeding to compel arbitration and to enforce the arbitration decision/judgment on the award rendered by the arbitrator. The State or Federal Courts serving Indian River County, Florida shall have jurisdiction over the foregoing, and venue shall be in its sole discretion to (i) protect its secured position during the Standstill PeriodIndian River County, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentFlorida.

Enforcement Actions. Each of Moriah the Lenders and the Notes Collateral Receivables Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyprior to commencement of Enforcement (but failure to do so shall not prevent such Person or the Collateral Agent from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such Person). Subject to the foregoing, Moriah and each of the Notes Collateral Agent agree parties hereto agrees that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Related Documents, the Receivables Agent may at its option, take option and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Companies or the Collateral Agent, provided that during Agent take any Enforcement Period action to (i) accelerate payment of the Receivables Claim or any other obligations and liabilities under any of the Related Documents and (ii) liquidate the Receivables Assets or to foreclose or realize upon or enforce any of its rights with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consentReceivables Assets. (b) Subject to any applicable restrictions in and to the standstill period described terms of the Loan Documents, and in Section 2.3(e) belowcompliance with the terms of the Collateral Agency and Intercreditor Agreement, the Notes Collateral Agent or any of the Lenders, may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriahany other party hereto, provided that during take any Enforcement Period action to accelerate payment of or require cash collateral for the Lender Claim or any other obligation or liability arising under any of the Loan Documents and to foreclose or realize upon or enforce any of its rights with respect to the Moriah Senior Lender Collateral or other collateral security, including (except as otherwise provided in Section 2.2(e) hereof) with respect to any Receivables Assets constituting Returned Goods that have been commingled with the Lender Collateral, or take any other actions as they deem appropriate; PROVIDED, HOWEVER, that the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not otherwise take any action to foreclose or realize upon or to enforce its any rights it may have with respect to any of the Receivables Assets or the SPE Membership Collateral without the Receivables Agent's prior written consent unless the Receivables Claim or any other obligation or liability arising under any of the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah Related Documents shall have been first paid and satisfied in full and the Notes Collateral Related Documents have terminated; PROVIDED, FURTHER, that the Receivables Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not otherwise take any action to foreclose or realize on any rights it may have with respect to any of the Noteholder Senior Collateral, so as not to impair Lender Collateral without the collection by Moriah prior written consent of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent (who shall be entitled to take such action directed in this case by the Requisite Parties (as it deems necessary defined in its sole discretion to (ithe Collateral Agency and Intercreditor Agreement) protect its secured position during unless the Standstill Period, (ii) protect its interest from claims Lender Claim and each other obligation or liens liability arising under any of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentLoan Documents shall have been the first paid and satisfied in full and the Loan Documents have terminated.

Enforcement Actions. Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. (a) Subject to the foregoingterms of Section 2.5 below, Moriah so long as any portion of the Fleet Claim remains outstanding, Purchasers may not take any action to accelerate payment of the Purchasers Claim and/or to foreclose or realize upon or enforce any of its rights with respect to the Collateral, if such acceleration, foreclosure and realization and/or enforcement occurs within one hundred eighty (180) days of either (i) the Notes date of the Purchasers receipt of a notice of an occurrence of an Event of Default from Fleet or (ii) the date of the giving by the Purchasers to the Borrower of a notice of an occurrence of an Event of Default (said 180 day period being hereinafter referred to as the "Standstill Period"), without first giving notice to, and obtaining the prior written consent of Fleet; provided, however, that a) nothing contained herein shall be deemed to prohibit Purchasers from intervening or participating in or commencing any judicial proceeding to the extent necessary to preserve or protect its interests in any such Collateral Agent agree that and/or its rights against the Borrower and/or Corporate Guarantor, b) the Purchasers shall not be required to observe more than one Standstill Period in any twelve month period during an Enforcement Period:the term of this Agreement, and c) no such consent shall be needed and any such Standstill Period will be deemed terminated if Fleet accelerates payment of one or more of the notes evidencing its Claim and takes any action to foreclose or --- realize upon or enforce any of its rights with respect to the Collateral; (ab) Moriah Subject to the terms of Section 2.5 below, Fleet may, at its option, take and continue any Enforcement Action action to accelerate payment of the Fleet Claim, and/or to foreclose or realize upon or enforce any of its rights with respect to Moriah Senior Collateral and realize thereonthe Collateral, upon giving notice to, but without any necessity for obtaining the prior written consent of the Notes Collateral Agentof, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodPurchasers; provided, however, that the Notes Collateral Agent nothing contained herein shall be entitled deemed to take such action as it deems prohibit Fleet from intervening or participating in or commencing any judicial proceeding to the extent necessary in its sole discretion to (i) preserve or protect its secured position during interests in any such Collateral and/or its rights against the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve Borrower and/or the Noteholder Senior Collateral from deterioration or diminishmentCorporate Guarantor.

Enforcement Actions. Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah may, at its option, take Upon the occurrence and continue any Enforcement Action with respect to Moriah Senior Collateral during the continuance of an Event of Default under and realize thereon, without as defined in the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) belowRevolving Loan Documents, the Notes Collateral Revolving Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Revolving Obligations and, subject to the terms of this Agreement, the Revolving Credit Priority Collateral (but, for the avoidance of doubt, at no time prior to the Payment In Full of the Notes Obligations may it take any such actions with respect to any of the Notes Collateral). Subject to Sections 2.1(b) and realize thereon without (c), the Revolving Agent and the Revolving Claimholders may enforce the provisions of the Revolving Loan Documents and exercise remedies thereunder pursuant to an Enforcement Action, all in such order and in such manner as they may determine. Such exercise and enforcement shall include the rights of an agent appointed by the Revolving Agent and the Revolving Claimholders to sell or otherwise dispose of the Revolving Credit Priority Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under the Bankruptcy Code or the laws of any applicable jurisdiction. The Revolving Agent shall use commercially reasonable efforts to provide at least five (5) Business Days’ prior written consent of Moriah, provided notice to the Notes Agent in the event that during the Revolving Agent takes any Enforcement Period Action (other than in Exigent Circumstances or upon any Credit Party’s becoming subject to an Insolvency Proceeding), but shall have no liability for failing to do so. Until the Revolving Obligations have been Paid In Full, the Notes Agent shall not (i) take, or support any other Person in taking, any Enforcement Action with respect to the Moriah Senior Collateral, Revolving Credit Priority Collateral except as provided in Section 2.3(d); provided that the Notes Agent may take Enforcement Actions with respect to the Revolving Credit Priority Collateral after the expiry of the Standstill Period; provided, further, that (A) in no event shall the Notes Agent shall not commence or take any Enforcement Action or realize upon any with respect to the Revolving Credit Priority Collateral if, notwithstanding the expiration of the Moriah Senior Standstill Period, the Revolving Agent shall have commenced prior to the expiry of the Standstill Period and be diligently pursuing an Enforcement Action with respect to all or a material portion of the Revolving Credit Priority Collateral and (B) the Standstill Period shall be tolled for any period that the Revolving Agent is stayed or otherwise prohibited by law or court order from taking Enforcement Actions with respect to the Revolving Credit Priority Collateral, or (ii) other than to enforce any rights of the Notes Agent expressly set forth herein, contest, protest or object, or support any other Person in contesting, protesting or objecting, to any Enforcement Action brought by or otherwise taken by the Revolving Agent with respect to the Revolving Obligations or the Revolving Credit Priority Collateral. (b) The Revolving Agent’s rights with respect to the Revolving Credit Priority Collateral shall include the right to release any or all of such Revolving Credit Priority Collateral from its security interest therein and the security interest of the Notes Agent therein (without Moriah's prior written consentany further action on the part of the Notes Agent) in connection with any sale or other disposition of such Revolving Credit Priority Collateral by the Revolving Agent during the continuance of an Enforcement Action; provided that all Net Cash Proceeds therefrom (net of, without duplication, any amounts allocated or carved out for professional fees or expenses, which amounts shall not be deemed to be received by the Revolving Agent or applied to the Revolving Obligations) are applied in accordance with Section 2.4. In furtherance and not in limitation of Without limiting the foregoing, during an Enforcement Periodif the Revolving Agent shall determine, in connection with any such sale or other disposition of any Revolving Credit Priority Collateral that the release of its security interest and the security interest of the Notes Agent in any such Revolving Credit Priority Collateral in connection with any such sale or other disposition is necessary or advisable, the Notes Collateral Agent shall not execute and deliver such release documents and instruments and shall take such further actions as the Revolving Agent shall reasonably request. Solely in the event and to the extent that the Notes Agent fails to do so in accordance with the terms of this Agreement within five (5) Business Days after the Revolving Agent’s request therefor, the Notes Agent hereby appoints the Revolving Agent and any officer or duly authorized Person of the Revolving Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Notes Agent, and in the name of the Notes Agent or in the Revolving Agent’s own name, from time to time, as determined in the Revolving Agent’s reasonable discretion, solely for the purposes of carrying out the terms of this Section 2.3(b), to take any and all appropriate action and to enforce its rights execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 2.3(b), including, without limitation, any financing or termination statements, releases, endorsements, assignments or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). The Notes Agent hereby ratifies all that said attorneys shall do or cause to be done under this Section 2.3(b). Upon the Lockbox AgreementPayment In Full of the Revolving Obligations, whether pursuant any remaining Net Cash Proceeds of the Revolving Credit Priority Collateral shall be for the benefit of and be promptly paid over to Section 2 thereof or otherwisethe Notes Agent for application in accordance with the terms of the Notes Documents. (c) If both Moriah Except as specifically provided in Sections 2.3(a) and (d), notwithstanding any rights or remedies available to the Notes Collateral Agent elect or any other Notes Claimholder under any of the Notes Documents, the Revolving Agent or any other Revolving Claimholder under any of the Revolving Loan Documents, or any Agent or other Claimholder under applicable law or otherwise, prior to proceed with Enforcement Actionsthe Payment In Full of the Revolving Obligations, then each shall proceed with neither the Enforcement Action Notes Agent nor any of the other Notes Claimholders shall, directly or indirectly, seek to foreclose, enforce or realize upon (judicially or nonjudicially) any security interests in or liens Liens on any Revolving Credit Priority Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1(including, without prejudice to limitation, by setoff or notification of account debtors obligated on Accounts included in the other Party to join in any proceedingsRevolving Credit Priority Collateral). (d) Each Enforcing Party shall so notify Notwithstanding the provisions of Section 2.1(c) or Section 2.3(a) through (c), each of the Agents retain the right to: (i) file a proof of claim or statement of interest with respect to the Revolving Obligations or the Notes Obligations as applicable, (ii) take any action in order to preserve or protect its Lien on the Revolving Credit Priority Collateral, in any case where such action is being taken by the Notes Agent, or its Judgment Lien (if any) on the Notes Collateral, in any case where such action is being taken by the Revolving Agent, not adverse to the other Agent’s rights to exercise any Enforcement Action against the Revolving Priority Collateral, in any case where the other Agent is the Revolving Agent, or the Notes Collateral, in any case where the other Agent is Notes Agent; (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, plan of reorganization, or other pleading made by any Person objecting in whole or in part to or otherwise seeking the disallowance, subordination, reclassification, or other adverse treatment of the claims or Liens of the Notes Agent or any of the Notes Claimholders in the Revolving Credit Priority Collateral, or the Judgment Lien (if any) of the Revolving Agent or any of the Revolving Claimholders in the Notes Collateral, (iv) in any Insolvency Proceeding, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of any Credit Party in accordance with (and which are not inconsistent with) the terms of this Agreement, (v) in any Insolvency Proceeding, vote on and, notwithstanding the reference to Section 510(a) of the Bankruptcy Code in Section 1129(b)(1) of the Bankruptcy Code, object to any plan of reorganization, plan of arrangement or proposal, except to the extent inconsistent with the provisions of this Agreement, and (vi) cash bid for any Collateral at such time as the Enforcing Party's Claim is Paid in Fullany public or private sale thereof. (e) Notwithstanding anything herein The Notes Agent shall use commercially reasonable efforts to the contrary, but subject to the proviso provide at the end of this paragraph, the Notes Collateral Agent agrees that, during the first least five (5) days Business Days’ prior written notice to the Revolving Agent in the event that the Notes Agent takes any Enforcement Action (other than in Exigent Circumstances or upon any Credit Party’s becoming subject to an Insolvency Proceeding), but shall have no liability for failing to do so. (f) [Intentionally Omitted]. (g) The Notes Agent shall, to the extent permitted by law or any agreements with third party lessors of real property occupied by the Credit Parties, at any time prior to expiration of the Disposition Period, permit the Revolving Agent and its agents or representatives, at the Revolving Agent’s option after the occurrence and during the continuation of an Enforcement Event of Default under and as defined in the Revolving Credit (i) to enter any of the Premises constituting Notes Collateral in order to access, inspect, repossess, remove, prepare for sale, market or sell (either publicly or privately), or to enforce the Revolving Agent’s rights as a secured creditor in, the Revolving Credit Priority Collateral, including, without limitation, the examination and removal of Revolving Credit Priority Collateral and the examination and duplication of any Notes Collateral consisting of books and records of any Credit Party related to the Revolving Credit Priority Collateral, (ii) to use any of the Notes Collateral consisting of computers or other data processing Equipment related to the storage or processing of records, documents or files pertaining to the Revolving Credit Priority Collateral and to use any of the Notes Collateral consisting of other Equipment to handle or dispose of any Revolving Credit Priority Collateral pursuant to the Revolving Agent’s rights as a secured creditor in such Revolving Credit Priority Collateral, including any public or private sale thereof and (iii) to use, on a royalty-free basis, any of the Intellectual Property constituting Notes Collateral as is or may be necessary for the Revolving Agent to sell, collect or realize upon or otherwise liquidate the Revolving Credit Priority Collateral. The Revolving Agent shall not be required to pay any rent or fees to the Notes Agent or the Notes Purchasers in connection with such access and use of the Notes Collateral but shall be required to pay those amounts set forth in Sections 2.3(i) and (j). Such use by the Revolving Agent of the Notes Collateral shall not be on an exclusive basis. The Notes Collateral Agent may not sell, assign or otherwise transfer the Notes Collateral prior to the expiration of the Disposition Period unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of Sections 2.3(g), (h), (j), and (k). (h) The rights of the Revolving Agent set forth in Section 2.3(g) shall remain in effect until the end of the Disposition Period. As used herein, the “Standstill Disposition Period”)” shall mean a period of time not to exceed ninety (90) days from the earlier of (i) the date the Revolving Agent receives written notice from the Notes Agent stating that the Notes Claimholders intend to commence an Enforcement Action against the Notes Collateral and expressly notifying the Revolving Agent of the commencement of the Disposition Period, it and (ii) the date the Revolving Agent first enters onto any Premises consisting of Notes Collateral or uses any Notes Collateral, in each case, to enforce its security interests in the Revolving Credit Priority Collateral located on such Premises; provided that the Disposition Period with respect to any leased Premises (or any Notes Collateral located thereon) shall not exceed the number of days (if any) that the Notes Agent or the Revolving Agent is permitted to occupy such Premises under any landlord waiver or other similar access agreement with respect thereto. In no event shall the Notes Agent or any of the Notes Claimholders take any action to realize on interfere, limit or restrict the Noteholder Senior Collateralrights of the Revolving Agent or the exercise of such rights by the Revolving Agent to have access to or to use any of such Revolving Credit Priority Collateral pursuant to Section 2.3(g) prior to the expiration of the Disposition Period; provided that nothing contained herein shall be deemed an obligation or agreement by the Notes Agent to preserve, so as not to impair enforce or protect any Notes Collateral or any of the collection by Moriah Notes Agent’s or the Revolving Agent’s rights with respect thereto. The Revolving Agent shall in no event take any action which would reasonably result in any of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled becoming forfeited, abandoned, dedicated to take such action as it deems necessary the public, invalidated or impaired in its sole discretion to any way (i) protect its secured position during the Standstill Periodordinary wear and tear excepted), (ii) protect its interest from claims infringed, misappropriated or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentdiluted.

Enforcement Actions. Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah Upon the occurrence and during the continuance of an event of default under the Senior Lender Documents, the Administrative Agent may, at its option, take and continue any Enforcement Action with respect to Moriah the Senior Collateral and realize thereonLender Obligations and, without subject to the prior terms of this Agreement, the Senior Lender Priority Collateral. The Administrative Agent shall provide written consent of notice to the Trustee in the event that the Administrative Agent takes any Enforcement Action. Until written notice by the Administrative Agent to the Trustee that the Senior Lender Obligations have been Paid In Full, neither the Trustee nor the Notes Collateral AgentAgent shall (i) take, provided that during or support any other Person in taking, any Enforcement Period Action with respect to the Noteholder Senior CollateralLender Priority Collateral or (ii) other than to enforce any rights of the Trustee or the Notes Collateral Agent expressly set forth herein, Moriah shall not commence contest, protest or take object, or support any other Person in contesting, protesting or objecting, to any Enforcement Action brought by or realize upon otherwise taken by the Noteholder Administrative Agent with respect to the Senior Collateral without Lender Obligations and the Notes Collateral Agent's prior written consentSenior Lender Priority Collateral. (b) Subject The Administrative Agent's rights with respect to the standstill period described Senior Lender Priority Collateral shall include the right to release any or all of such Senior Lender Priority Collateral from its security interest therein and the security interest of the Trustee therein (without any further action on the part of the Trustee or the Notes Collateral Agent) in Section 2.3(econnection with any sale or other disposition of such Senior Lender Priority Collateral, even if the net proceeds of any such sale or other disposition may not be used to permanently prepay the Senior Lender Obligations. Without limiting the foregoing, if the Administrative Agent shall determine, in connection with any sale or other disposition of any Senior Lender Priority Collateral that the release of the security interest of the Trustee or the Notes Collateral Agent on any such Senior Lender Priority Collateral in connection with any such sale or other disposition is necessary or advisable, the Trustee and/or the Notes Collateral Agent shall execute and deliver such release documents and instruments and shall take such further actions as the Administrative Agent shall request. Each of the Trustee and the Notes Collateral Agent hereby appoints the Administrative Agent and any officer or duly authorized person of the Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Trustee or Notes Collateral Agent, as the case may be, and in the name of the Trustee or Notes Collateral Agent, as the case may be, or in the Administrative Agent's own name, from time to time, in the Administrative Agent's discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Each of the Trustee and the Notes Collateral Agent hereby ratifies all that said attorneys shall do or cause to be done under this paragraph. Upon the Payment In Full of the Senior Lender Obligations, any remaining proceeds shall be for the benefit of and be promptly paid over to the Trustee for application in accordance with the terms of the Senior Noteholder Documents and, after Payment in Full of the Senior Noteholder Obligations, any remaining proceeds shall revert to the applicable Loan Party. (c) belowUpon the occurrence and during the continuance of an event of default under the Senior Noteholder Documents, the Trustee or the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Senior Noteholder Obligations and, subject to the terms of this Agreement, the Senior Noteholder Priority Collateral. The Trustee or the Notes Collateral and realize thereon without Agent, as the prior case may be, shall provide written consent of Moriah, provided notice to the Administrative Agent in the event that during it takes any Enforcement Period Action (it being understood that its ability to take any such Enforcement Action is subject to the terms of this Agreement). Until written notice by the Trustee to the Administrative Agent that the Senior Noteholder Obligations have been Paid In Full, the Administrative Agent shall not (i) take, or support any other Person in taking, any Enforcement Action with respect to the Moriah Senior Noteholder Priority Collateral, or (ii) other than to enforce any rights of the Administrative Agent expressly set forth herein, contest, protest or object, or support any other Person in contesting, protesting or objecting, to any Enforcement Action brought by or otherwise taken by the Trustee or the Notes Collateral Agent with respect to the Senior Noteholder Obligations and the Senior Noteholder Priority Collateral. (d) The Trustee's and the Notes Collateral Agent's rights with respect to the Senior Noteholder Priority Collateral shall include the right to release any or all of such Senior Noteholder Priority Collateral from its security interest therein and the security interest of the Administrative Agent therein (without any further action on the part of the Administrative Agent) in connection with any sale or other disposition of such Senior Noteholder Priority Collateral, even if the net proceeds of any such sale or other disposition may not be used to permanently prepay the Senior Noteholder Obligations. Without limiting the foregoing, if the Trustee or the Notes Collateral Agent shall not commence determine, in connection with any sale or take other disposition of any Enforcement Action or realize upon any Senior Noteholder Priority Collateral that the release of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation security interest of the foregoingAdministrative Agent on any such Senior Noteholder Priority Collateral in connection with any such sale or other disposition is necessary or advisable, during an Enforcement Periodthe Administrative Agent shall execute and deliver such release documents and instruments and shall take such further actions as the Trustee or the Notes Collateral Agent, as the case may be, shall request. The Administrative Agent hereby appoints the Trustee and/or the Notes Collateral Agent shall not take and any action to enforce its rights under officer or duly authorized person of the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and Trustee and/or the Notes Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Administrative Agent elect and in the name of the Administrative Agent or in the Trustee's or the Notes Collateral Agent's own name, from time to proceed time, in the Trustee's or the Notes Collateral Agent's discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other documents or instruments of transfer (which appointment, being coupled with Enforcement Actionsan interest, then each is irrevocable). The Administrative Agent hereby ratifies all that said attorneys shall proceed do or cause to be done under this paragraph. Upon the Payment In Full of the Senior Noteholder Obligations, any remaining proceeds shall be for the benefit of and be promptly paid over to the Administrative Agent for application in accordance with the Enforcement Action terms of the Senior Lender Documents and, after Payment in Full of the Senior Lender Obligations, any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice remaining proceeds shall revert to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing applicable Loan Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contraryforegoing, but subject to each of the proviso at the end of this paragraph, Trustee and the Notes Collateral Agent agrees thatacknowledges that prior to the date (the "ACQUISITION DATE") that the Trustee or the Notes Collateral Agent acquires an ownership or possessory interest in the Senior Noteholder Priority Collateral pursuant to the exercise of its rights under the Senior Noteholder Documents or under applicable law, the Administrative Agent or its representatives or invitees may enter upon any of the real property included within the Senior Noteholder Priority Collateral at any time, and without any interference by the Trustee or the Notes Collateral Agent, to inspect or remove any or all of the Senior Lender Priority Collateral, including, without limitation, by public auction or private sale pursuant to the provisions of Section 2.2(g) below. (f) From and after the Acquisition Date, the Trustee and the Notes Collateral Agent will permit upon written notice or continue to permit the Administrative Agent and its representatives and invitees to occupy and remain upon any of the real estate included within the Senior Noteholder Priority Collateral; PROVIDED, that such period of occupation (the "DISPOSITION PERIOD") shall not exceed four (4) months from the earlier to occur of (i) the date the Administrative Agent receives written notice from the Trustee or the Notes Collateral Agent that the Acquisition Date has occurred or will occur, or (ii) the date the Administrative Agent first enforces its security interests in the Senior Lender Priority Collateral located on such property. In addition, before and during the first five Disposition Period, the Administrative Agent and its representatives and invitees may use such of the Senior Noteholder Priority Collateral as is necessary or desirable to complete the manufacture and processing of any inventory (5including, without limitation, raw materials and work-in-process) days included within the Senior Lender Priority Collateral. (g) Before and during any Disposition Period, the Administrative Agent and its representatives and invitees may inspect, repossess, remove and otherwise deal with the Senior Lender Priority Collateral, and the Administrative Agent may advertise and conduct public auctions or private sales of an Enforcement Period (the “Standstill Senior Lender Priority Collateral, in each case without interference by the Trustee or the Notes Collateral Agent or liability of the Administrative Agent or Lenders to the Trustee or the Notes Collateral Agent, except as expressly set forth in Section 2.2(i). During the Disposition Period”), it the Administrative Agent's use and occupancy of the real property included within the Senior Noteholder Priority Collateral shall not take be exclusive and, provided that none of the following interferes in any action to realize on respect with the Noteholder Administrative Agent acting in connection with the exercise by the Administrative Agent of the rights afforded by this Section 2.2, including the liquidation, sale or other disposition of the Senior Collateral, so as not to impair Lender Priority Collateral by the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that Administrative Agent: the Trustee and the Notes Collateral Agent shall have access to the Senior Noteholder Priority Collateral to preserve, protect, appraise and evaluate the Senior Noteholder Priority Collateral, to show it to potential purchasers and offer it for sale; PROVIDED, that, any sale, lease or other disposition of Senior Noteholder Priority Collateral closes only after the end of the Disposition Period. If the Administrative Agent conducts a public auction or private sale of the Senior Lender Priority Collateral at any of the real property included within the Senior Noteholder Priority Collateral, the Administrative Agent shall provide the Trustee with reasonable notice and use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt the Trustee's or the Notes Collateral Agent's use of such real property. (h) If any order or injunction is issued or stay granted which prohibits the Administrative Agent from exercising any of its rights hereunder, then, at the Administrative Agent's option, the Disposition Period shall be entitled to take stayed during the period of such action as it deems necessary prohibition and shall continue thereafter for the greater of (a) the number of days remaining in its sole discretion to the Disposition Period, or (b) four months. (i) protect In the event that the Administrative Agent elects to use some or all of the Premises as set forth in this Section 2.2, to the extent and for so long as the Administrative Agent occupies any or all Premises, the Administrative Agent shall be responsible for the ordinary course third party expenses related thereto, including, without limitation, costs with respect to heat, light, electricity, water and real property taxes with respect to that portion of any Premises so used or occupied. The Administrative Agent agrees to pay, indemnify and hold the Trustee and the Notes Collateral Agent harmless from and against any third party liability resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its secured position agents, representatives or invitees in its or their operation of such facilities. In the event, and only in the event, that in connection with its use of some or all of the Premises, the Administrative Agent requires the services of any employees of a Borrower or any other Loan Party (as such term is defined in the Credit Agreement) the Administrative Agent shall pay directly to any such employees the appropriate, allocated wages of such employees, if any, during the Standstill time periods that the Administrative Agent requires their services. The Administrative Agent shall promptly repair, at the Administrative Agent's expense, any physical damage to the Senior Noteholder Priority Collateral caused by the Administrative Agent or any agent, representative or other person acting under the direction of the Administrative Agent during the use or occupancy of the Premises or the equipment by or on behalf of the Administrative Agent and the Senior Noteholder Priority Collateral so used or occupied shall be left in materially the same state of repair (ordinary wear and tear excluded) by the Administrative Agent at the expiration of the Disposition Period as existed upon the commencement of the Disposition Period. The Administrative Agent shall not be liable for any diminution in value of the Senior Noteholder Priority Collateral caused by the absence of the Senior Lender Priority Collateral actually removed or by any necessity of replacing the Senior Lender Priority Collateral or, (ii) protect its interest from claims or liens of third parties or governmental authoritiessubject to the immediately preceding sentence, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentfor any other reason.

Enforcement Actions. Each Bank of Moriah and the Notes Collateral Xxxxxxxx agrees not to commence Enforcement until one hundred eighty (180) days after an Enforcement Notice has been given to Agent (“Bank of Xxxxxxxx Standstill Period”). Agent agrees not to commence or take any Enforcement Action against the Bank of Atchison Senior Collateral until an Enforcement Notice has been given by such Enforcing Party to the other PartyBank of Xxxxxxxx. Subject to the foregoing, Moriah Agent and the Notes Collateral Agent Bank of Xxxxxxxx agree that during from and after the receipt of an Enforcement PeriodNotice, and until such time as Borrower has cured any applicable Default or Event of Default (if permitted to do so by the relevant document), or Bank of Xxxxxxxx or Agent, as applicable, has waived such Default or Event of Default, and any and all conditions to such waiver have been satisfied: (a) Moriah Agent or Lenders may, at its their option, take any action to accelerate payment of the WF Claim and continue to foreclose or realize upon or enforce any Enforcement Action of its rights with respect to Moriah the WF Senior Collateral and realize thereonCollateral, without the prior written notice to or consent of Bank of Atchison, and with Bank of Xxxxxxxx hereby waiving any rights (to the Notes Collateral Agentextent it has such rights) to a “commercially reasonable sale” under the Uniform Commercial Code; and further provided, provided that during Bank of Xxxxxxxx shall not take any Enforcement Period action to foreclose or realize upon or to enforce any of their rights with respect to any of the Noteholder Senior Collateral, Moriah shall not commence Collateral in which they have a lien or take any Enforcement Action security interest junior to Agent or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's ’s prior written consent. (b) Subject to Bank of Xxxxxxxx may, following the standstill period described in Section 2.3(e) below, the Notes Collateral Agent mayBank of Xxxxxxxx Standstill Period, at its option, take any action to accelerate payment of the Bank of Xxxxxxxx Claim and continue to foreclose or realize upon or enforce any Enforcement Action of its rights with respect to the Noteholder Bank of Atchison Senior Collateral and realize thereon Collateral, without the prior written consent of MoriahAgent, provided that during and with Agent hereby waiving any Enforcement Period with respect rights (to the Moriah Senior Collateralextent it has such rights) to a “commercially reasonable sale” under the Uniform Commercial Code; and further provided, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral that Agent shall not take any action to foreclose or realize upon or to enforce any of its rights under with respect to any of the Lockbox Agreement, whether pursuant Collateral in which it has a lien or security interest junior to Section 2 thereof or otherwiseBank of Xxxxxxxx without Bank of Atchison’s prior written consent. (c) If both Moriah Agent and the Notes Collateral Agent Bank of Xxxxxxxx elect to proceed with Enforcement Actionsunder the WF Agreements and the Bank of Xxxxxxxx Agreements, respectively, in each case, in accordance with the terms of this Agreement, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, but, except as described otherwise provided in Section 2.4 below, not against that portion in which it has only a junior and provided by Section 2.1, without prejudice to the other Party to join in any proceedingsinferior lien and security interest. (d) Each Enforcing Party Bank of Atchison agrees to execute (as applicable) and deliver to Agent, promptly upon Agent’s request, appropriate UCC termination statements or partial releases, or satisfactions or discharges of liens, with respect to any of the WF Senior Collateral being sold or otherwise disposed of (i) in the ordinary course of Borrower’s continuing business or (ii) in connection with the liquidation of Borrower’s assets upon or after the declaration of a Default or an Event of Default by Agent or the Lenders pursuant to the WF Agreements and, in each case, otherwise in accordance with this Agreement. The proceeds of any WF Senior Collateral so sold or disposed of shall so notify be applied, after the other Party at deduction of any and all costs relating to such time sale or disposition (including attorneys’ fees, advertising costs and auctioneer’s fees) to the outstanding WF Claim as Agent may, in its discretion, determine and, only if the Enforcing Party's WF Claim is Paid indefeasibly paid in Fullfull, then to all or any part of the Bank of Xxxxxxxx Claim. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees thatto execute and deliver to Bank of Atchison, during promptly upon Bank of Atchison’s request, appropriate UCC termination statements or partial releases, or satisfactions or discharges of liens, with respect to any of the first five Bank of Xxxxxxxx Senior Collateral being sold or otherwise disposed of (5i) days of an Enforcement Period (in the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah ordinary course of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, continuing business or (ii) protect its interest from claims in connection with the liquidation of Borrower’s assets upon or liens after the declaration of third parties a Default or governmental authoritiesan Event of Default by Bank of Atchison pursuant to the Bank of Xxxxxxxx Agreements and, or (iii) preserve the Noteholder in each case, otherwise in accordance with this Agreement. The proceeds of any Bank of Xxxxxxxx Senior Collateral from deterioration so sold or diminishmentdisposed of shall be applied, after the deduction of any and all costs relating to such sale or disposition (including attorneys’ fees, advertising costs and auctioneer’s fees) to the outstanding Bank of Xxxxxxxx Claim as Bank of Atchison may, in its discretion, determine and, only the Bank of Xxxxxxxx Claim is indefeasibly paid in full, then to all or any part of the WF Claim. (f) The parties hereto shall execute and deliver such additional documents and take such additional action as may be reasonably necessary to effectuate the provisions and purposes of this Agreement. If requested, the parties shall authorize filings to be recorded in accordance with Uniform Commercial Code provisions in the appropriate locations reflecting the provisions of this Agreement. (g) If Agent or Bank of Atchison has any security interest in or lien on any of the Collateral as security for payment of any indebtedness of Borrower or of any other party, other than indebtedness incurred pursuant to the WF Agreements or the Bank of Xxxxxxxx Agreements, then Agent or Bank of Atchison, as the case may be, may not apply the proceeds of any of the Collateral to satisfy such other indebtedness until the WF Claim and the Bank of Atchison Claim are paid in full or otherwise satisfied.

Enforcement Actions. Each of Moriah and the Notes Collateral The Working Capital Facility Agent agrees not to commence Enforcement with respect to the New Working Capital Facility and/or any security instrument relating thereto or take any Enforcement Action instrument evidencing or securing any Permitted Bank Refinancing until an Enforcement Notice has been given to and received by such Enforcing Party the Collateral Agent. The Collateral Agent agrees not to commence Enforcement with respect to the other PartyIndentures, the Notes, the Credit Agreement and/or any security instrument relating thereto or any instrument evidencing or securing any Additional Senior Debt until an Enforcement Notice has been given to and received by the Working Capital Facility Agent. Subject to The Working Capital Facility Agent, on the foregoingone hand, Moriah and the Notes Collateral Agent Agent, on the other hand, agree that during an Enforcement Period: (a) Moriah The Working Capital Facility Agent may, at its option, take any action to accelerate payment of the Bank Claim and continue to foreclose or realize upon or enforce any Enforcement Action of its rights with respect to Moriah Senior Collateral and realize thereonthe Bank Collateral, without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes The Collateral Agent may, at its option, take any action to accelerate payment of the Noteholder Claim and continue to foreclose or realize upon or enforce any Enforcement Action of its rights with respect to the Noteholder Senior Collateral and realize thereon Collateral, without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwiseWorking Capital Facility Agent. (c) If both Moriah For up to one-hundred and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. twenty (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5120) days following the issuance of an Enforcement Period Notice, the Working Capital Facility Agent may (i) enter upon any or all of the “Standstill Period”Company's premises, whether leased or owned, without force or process of law and without obligation to pay rents, royalties or compensation to the Collateral Agent or the Company (except that the Working Capital Facility Agent shall pay rents payable to lessors of leased Real Property used or occupied by the Working Capital Facility Agent); and (ii) use the Equipment, Intellectual Property, Noteholder Intangibles and the Real Property to the extent necessary to complete the manufacture of the Inventory, collect the Accounts and sell or otherwise dispose of the Bank Collateral. In the event any occurrence beyond the reasonable control of the Working Capital Facility Agent shall prevent or otherwise prohibit the Working Capital Facility Agent or its designees from taking any action with respect to the Bank Collateral as contemplated in this subsection 2.3(c), it including, without limitation, any bankruptcy, insolvency or similar proceeding with respect to the Company or its properties, such 120-day period shall not take any action be extended by the number of days that the Working Capital Facility Agent's or its designees' access to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodBank Collateral shall have been prevented thereby; provided, however, that the Notes Collateral Agent number of days within such extension period shall be entitled to take such action as it deems necessary in its sole discretion to no event exceed sixty (i60) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentdays.

Enforcement Actions. Each of Moriah the Lenders Agent and the Notes Collateral Receivables Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyothers prior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such Person). Subject to the foregoing, Moriah and each of the Notes Collateral Agent agree parties hereto agrees that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Receivables Documents, the Receivables Agent may at its optionoption and without the prior consent of the other parties hereto, take any action to (i) accelerate payment of the Receivables Claim or any other obligations and continue liabilities under any Enforcement Action of the Receivables Documents and (ii) liquidate the Receivables Assets or to foreclose or realize upon or enforce any of its rights with respect to Moriah Senior the Receivables Assets; PROVIDED, however, that, subject to Section 2.3(e), the Receivables Agent shall not take any action to foreclose or realize upon or to enforce any rights it may have with respect to any Receivables Assets constituting Returned Goods which have been commingled with the Lenders Collateral and realize thereon, without the prior written consent of the Notes Collateral Lenders Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to any applicable restrictions in the standstill period described in Section 2.3(e) belowLoan Documents, the Notes Collateral Lenders Agent or the Lenders may, at its optiontheir option and without the prior consent of the other parties hereto, take and continue any Enforcement Action action to accelerate payment of the Lenders Claim or any other obligation or liability arising under the Credit Agreement or any of the other Loan Documents, foreclose or realize upon or enforce any of their rights with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of MoriahLenders Collateral, including, except as otherwise provided that during any Enforcement Period in SECTION 2.3(e), with respect to any Receivables Assets constituting Returned Goods that have been commingled with the Moriah Senior Lenders Collateral, or take any other actions as they deem appropriate; PROVIDED, HOWEVER, that the Notes Collateral Lenders Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not otherwise take any action to foreclose or realize upon or to enforce its any rights under it may have with respect to uncommingled Returned Goods without the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwiseReceivables Agent's prior written consent unless the Receivables Claim shall have been first paid and satisfied in full and the Receivables Documents have terminated. (c) If both Moriah Returned Goods are commingled with Inventory, the parties agree to cooperate in the disposition of such Returned Goods and Inventory and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with application of the Enforcement Action of any security interests proceeds thereof as provided in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedingsSECTION 2.3(e). (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishment.

Enforcement Actions. Each of Moriah and the Notes Collateral Agent Party agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other PartyParties. Subject to the foregoing, Moriah and the Notes Collateral Agent Parties agree that during an Enforcement Period: (a) Moriah TAB may, at its option, take and continue any Enforcement Action with respect to Moriah TAB Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agentother Parties, provided that during any Enforcement Period with respect to the Noteholder Lender Senior Collateral, neither TAB, Moriah nor the Agent (on behalf of the Noteholders) shall not commence or take any Enforcement Action or realize upon the Noteholder Lender Senior Collateral without the Notes Collateral Agent's Lenders’ prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent Lenders may, at its their option, take and continue any Enforcement Action with respect to the Noteholder Lender Senior Collateral and realize thereon without the prior written consent of Moriahthe other Parties, provided that during any Enforcement Period with respect to the Moriah TAB Senior Collateral, neither Moriah, the Notes Collateral Agent nor the Lenders shall not commence or take any Enforcement Action or realize upon any of the Moriah TAB Senior Collateral without Moriah's TAB’s prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah TAB and the Notes Collateral Agent Lenders elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the any other Party to join in any proceedings. (d) Each Enforcing Party shall so promptly notify the other Party Parties at such time as the Enforcing Party's ’s Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Lenders and the Agent agrees thatagree that so long as TAB has not commenced or undertaken an Enforcement Action, during the first five one hundred eighty (5180) days of an Enforcement Period (the “Standstill Period”), it they shall not take any action to realize on the Noteholder Lender Senior Collateral, so as not to Collateral that would impair the collection levy, seizure, collection, marshalling, and/or liquidation by Moriah TAB of Borrower’s outstanding accounts receivable the TAB Senior Collateral during that period; provided, however, that the Notes Collateral Agent Lenders shall be entitled to take such action as it deems they deem reasonably necessary in its sole discretion to (i) protect its their secured position during the Standstill Period, (ii) protect its their interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Lender Senior Collateral from deterioration or diminishment.

Enforcement Actions. Each Bank of Moriah and the Notes Collateral Agent Xxxxxxxx agrees not to commence or take any Enforcement Action until one hundred eighty (180) days after an Enforcement Notice has been given to WFBC (“Bank of Atchison Standstill Period”). WFBC agrees not to commence Enforcement against the Bank of Atchison Senior Collateral until an Enforcement Notice has been given by such Enforcing Party to the other PartyBank of Xxxxxxxx. Subject to the foregoing, Moriah WFBC and the Notes Collateral Agent Bank of Xxxxxxxx agree that during from and after the receipt of an Enforcement PeriodNotice, and until such time as Borrower has cured such Default or an Event of Default (if permitted to do so by the relevant document), or Bank of Atchison or WFBC, as applicable, has waived such Default or Event of Default, and any and all conditions to such waiver have been satisfied: (a) Moriah WFBC may, at its option, take any action to accelerate payment of the WFBC Claim and continue to foreclose or realize upon or enforce any Enforcement Action of its rights with respect to Moriah the WFBC Senior Collateral and realize thereonCollateral, without the prior written notice to or consent of Bank of Atchison, and with Bank of Atchison hereby waiving any rights (to the Notes Collateral Agentextent it has such rights) to a “commercially reasonable sale” under the Uniform Commercial Code; and further provided, provided that during Bank of Xxxxxxxx shall not take any Enforcement Period action to foreclose or realize upon or to enforce any of their rights with respect to any of the Noteholder Senior Collateral, Moriah shall not commence Collateral in which they have a lien or take any Enforcement Action security interest junior to WFBC or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's WFBC’s prior written consent. (b) Subject to Bank of Xxxxxxxx may, following the standstill period described in Section 2.3(e) below, the Notes Collateral Agent mayBank of Xxxxxxxx Standstill Period, at its option, take any action to accelerate payment of the Bank of Xxxxxxxx Claim and continue to foreclose or realize upon or enforce any Enforcement Action of its rights with respect to the Noteholder Bank of Atchison Senior Collateral and realize thereon Collateral, without the prior written consent of MoriahWFBC, provided that during and with WFBC hereby waiving any Enforcement Period with respect rights (to the Moriah Senior Collateralextent it has such rights) to a “commercially reasonable sale” under the Uniform Commercial Code; and further provided, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent that WFBC shall not take any action to foreclose or realize upon or to enforce any of its rights under with respect to any of the Lockbox Agreement, whether pursuant Collateral in which it has a lien or security interest junior to Section 2 thereof or otherwiseBank of Xxxxxxxx without Bank of Atchison’s prior written consent. (c) If both Moriah WFBC and the Notes Collateral Agent Bank of Xxxxxxxx elect to proceed with Enforcement Actionsunder the WFBC Agreements and the Bank of Xxxxxxxx Agreements, respectively, in each case, in accordance with the terms of this Agreement, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, but, except as described otherwise provided in Section 2.4 below, not against that portion in which it has only a junior and provided by Section 2.1, without prejudice to the other Party to join in any proceedingsinferior lien and security interest. (d) Each Enforcing Party Bank of Xxxxxxxx agrees to execute (as applicable) and deliver to WFBC, promptly upon WFBC’s request, appropriate UCC termination statements or partial releases, or satisfactions or discharges of liens, with respect to any of the WFBC Senior Collateral being sold or otherwise disposed of in the ordinary course of Borrower’s continuing business or in connection with the liquidation of Borrower’s assets upon or after the declaration of a Default or an Event of Default by WFBC pursuant to the WFBC Agreements and otherwise in accordance with this Agreement. The proceeds of any WFBC Senior Collateral so sold or disposed of shall so notify be applied, after the other Party at deduction of any and all costs relating to such time sale or disposition (including attorneys’ fees, advertising costs and auctioneer’s fees) to any and all outstanding WFBC Claims as WFBC may, in its discretion, determine and, only if all WFBC Claims are indefeasibly paid in full, then to all or any part of the Enforcing Party's Claim is Paid in FullBank of Xxxxxxxx Claim. (e) Notwithstanding anything herein WFBC agrees to execute and deliver to Bank of Atchison, promptly upon Bank of Atchison’s request, appropriate UCC termination statements or partial releases, or satisfactions or discharges of liens, with respect to any of the contrary, but subject to Bank of Xxxxxxxx Senior Collateral being sold or otherwise disposed of in the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah ordinary course of Borrower’s outstanding accounts receivable during that period; provided, however, that continuing business or in connection with the Notes liquidation of Borrower’s assets upon or after the declaration of a Default or an Event of Default by Bank of Atchison pursuant to the Bank of Xxxxxxxx Agreements and otherwise in accordance with this Agreement. The proceeds of any Bank of Atchison Senior Collateral Agent so sold or disposed of shall be entitled applied, after the deduction of any and all costs relating to such sale or disposition (including attorneys’ fees, advertising costs and auctioneer’s fees) to any and all outstanding Bank of Atchison Claims as Bank of Xxxxxxxx may, in its discretion, determine and, only if all Bank of Xxxxxxxx Claims are indefeasibly paid in full, then to all or any part of the WFBC Claim. (f) The parties hereto shall execute and deliver such additional documents and take such additional action as it deems may be reasonably necessary to effectuate the provisions and purposes of this Agreement. If requested, the parties shall authorize filings to be recorded in its sole discretion accordance with Uniform Commercial Code provisions in the appropriate locations reflecting the provisions of this Agreement. (g) If WFBC or Bank of Atchison has any security interest in or lien on any of the Collateral as security for payment of any indebtedness of Borrower or of any other party, other than indebtedness incurred pursuant to (i) protect its secured position during the Standstill PeriodWFBC Agreements or the Bank of Xxxxxxxx Agreements, (ii) protect its interest from claims then WFBC or liens Bank of third parties Xxxxxxxx, as the case may be, may not apply the proceeds of any of the Collateral to satisfy such other indebtedness until the WFBC Claim and the Bank of Atchison Claim are paid in full or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentotherwise satisfied.

Enforcement Actions. Each of Moriah the Bank Agent and the Notes Collateral Agent Indenture Trustee agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by to each other party hereto prior to commencement of Enforcement and further agrees that during the period, if any, between the giving of such Enforcing Party Enforcement Notice and the commencement of Enforcement thereunder, each party receiving such notice shall have the right to the other Partyextent within its power (but not the obligation) to cure the Event of Default or Pay Out Event which has occurred under the Bank Loan Documents or the Purchaser Documents, respectively, and to which such Enforcement Notice relates. Subject to the foregoing, Moriah and the Notes Collateral Agent parties hereto agree that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in, at its optionand the terms and conditions of, the Purchaser Documents, the Indenture Trustee may take and continue any Enforcement Action action to liquidate the Purchased Property or to foreclose or realize upon or enforce any of the rights of the Trust with respect to Moriah Senior Collateral the Purchased Property without the prior written consent of any Lender Party or any other party hereto; provided, however, that with respect to Returned Goods, the Indenture Trustee shall not take any action to foreclose or realize upon or to enforce any rights it may have with respect to any Purchased Property constituting Returned Goods in which the Indenture Trustee then has an interest junior and realize thereon, subordinate to a Returned Goods Lien without the prior written consent of the Notes Collateral Bank Agent, unless the Bank Claim shall have been first paid and satisfied in full in cash, and the Indenture Trustee shall apply the proceeds of such Returned Goods as provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consentin Section 2.01(b) above. (b) Subject to the standstill period described in Section 2.3(e) belowany applicable restrictions in, and terms and conditions of, the Notes Collateral Bank Loan Documents, the Bank Agent may, at its option, take option and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriahthe other parties hereto, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to accelerate payment of the Bank Claim and to foreclose or realize upon or enforce any of its rights under with respect to (i) the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. Exclusive Bank Collateral (c) If both Moriah and including the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action proceeds of any security interests in sale or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice transfer of Transferred Receivables to the other Party to join in Transferor) and (ii) any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodPurchased Property constituting Returned Goods; provided, however, that the Notes Collateral Bank Agent shall be entitled to take such action apply proceeds of any Purchased Property consisting of Returned Goods as it deems necessary provided in its sole discretion to (iSection 2.01(b) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentabove.

Enforcement Actions. Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah Motorola may, at its option, take any Enforcement Action to foreclose or realize upon or enforce any of its rights with respect to the Collateral (other than the Lender Collateral) without the prior written consent of or notice to the Agent or any Lender, and continue the Agent (for itself and on behalf of the Lenders) hereby agrees that any such Enforcement Action taken by Motorola shall be deemed to be "commercially reasonable" under the UCC, to the extent the UCC applies to such Collateral. Neither the Agent nor any Lender shall take any Enforcement Action with respect to Moriah Senior any of the Collateral and realize thereon, (other than the Lender Collateral) without the Motorola's prior written consent unless and until the Motorola Indebtedness has been indefeasibly paid in full and the Motorola Credit Documents terminated. The Agent (for itself and on behalf of the Notes Lenders) also waives any right it or any of the Lenders may have to have any of the Collateral Agent, provided that during (or any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take part thereof) marshalled upon any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consentforeclosure thereof by Motorola. (b) Subject Except to the standstill period described extent expressly provided in Section 2.3(e4(e) belowof this Agreement, the Notes Collateral Agent may, at its option, take any Enforcement Action to foreclose or realize upon or enforce any of its rights with respect to the Lender Collateral without the prior written consent of or notice to Motorola, and continue Motorola hereby agrees that any such Enforcement Action taken by the Agent in compliance with the terms and conditions of Section (4)(e) of this Agreement shall be deemed to be "commercially reasonable" under the UCC, to the extent the UCC applies to such Collateral. Motorola shall not take any Enforcement Action with respect to any of the Noteholder Senior Lender Collateral and realize thereon without the Agent's prior written consent of Moriah, provided that during any Enforcement Period with respect to unless and until the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not Lender Indebtedness has been indefeasibly paid in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah full and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodLender Credit Documents terminated; provided, however, that the Notes Collateral Agent (a) nothing contained herein shall be entitled deemed to prohibit Motorola from intervening or participating in any judicial or bankruptcy proceeding to the extent necessary to preserve or protect its interests, and (b) Motorola shall be free to take such action as it deems necessary in its sole discretion any Enforcement Action with respect to any of the Lender Collateral without any consent from the Agent provided that each of the following conditions shall have been and continue to be met: (i) protect its secured position during an Event of Default under the Standstill PeriodMotorola Credit Documents (other than an Event of Default arising solely as a result of the occurrence of an Event of Default under the Lender Credit Documents) has occurred and is continuing, (ii) protect its interest from claims or liens Motorola has given the Agent written notice of third parties or governmental authoritiessuch Event of Default, or and (iii) preserve the Noteholder Senior Agent has not taken and pursued in good faith any Enforcement Action within 120 days after the date that each of the conditions in clauses (i) and (ii), inclusive of this proviso have been met (such 120-day period being herein referred to as the "Standstill Period"); provided, that any proceeds of any Lender Collateral received by Motorola from deterioration any such Enforcement Action, net of the reasonable costs and expenses incurred by Motorola in connection with such Enforcement Action, shall be paid by Motorola to the Agent until the Lender Indebtedness is paid in full and, until so paid, such proceeds shall be held by Motorola in trust for the benefit of the Agent and the Lenders. Motorola also waives any right it may have to have the Lender Collateral (or diminishmentany part thereof) marshalled upon any foreclosure by the Agent.

Enforcement Actions. Each of Moriah the Lender Agent and the Notes Receivables Collateral Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyothers prior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such Person). Subject to the foregoing, Moriah and each of the Notes Collateral Agent agree parties hereto agrees that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Receivables Documents, the Receivables Collateral Agent may at its option, take option and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agentother parties hereto, provided that during take any Enforcement Period action to (i) accelerate payment of the Receivables Claim or any other obligations and liabilities under any of the Receivables Documents and (ii) liquidate the Receivables Assets or to foreclose or realize upon or enforce any of its rights with respect to the Noteholder Senior CollateralReceivables Assets; provided, Moriah shall not commence or take any Enforcement Action or realize upon however, that the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Receivables Collateral Agent shall not take any action to foreclose or realize upon or to enforce its any rights under it may have with respect to any Receivables Assets constituting Returned Goods which have been commingled with the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwiseLender Collateral without the prior written consent of the Lender Agent. (cb) If both Moriah Subject to any applicable restrictions in the Loan Documents, the Lender Agent or the Lenders may, at their option and without the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action prior consent of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contraryparties hereto, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to accelerate payment of the Lender Claim or any other obligation or liability arising under any of the Loan Documents, foreclose or realize on upon or enforce any of their rights with respect to the Noteholder Senior Lender Collateral or other collateral security, including, except as otherwise provided in Section 2.3(e), with respect to any Receivables Assets constituting Returned Goods that have been commingled with the Lender Collateral, so or take any other actions as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodthey deem appropriate; provided, however, that the Notes Collateral Lender Agent shall be entitled not otherwise take any action to take foreclose or realize upon or to enforce any rights it may have with respect to uncommingled Returned Goods without the Receivables Collateral Agent's prior written consent unless the Receivables Claim or any other obligation or liability arising under any of the Receivables Documents shall have been first paid and satisfied in full and the Receivables Documents have terminated. (c) If Returned Goods are commingled with Inventory, the parties agree to cooperate in the disposition of such action Returned Goods and Inventory and the application of the proceeds thereof as it deems necessary provided in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentSection 2.3(e).

Enforcement Actions. Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah may, at its option, Neither the Collateral Agent nor any Subordinated Creditor will take and continue any Enforcement Action with respect to Moriah Senior any of the Subordinated Collateral and realize thereon, or either Borrower without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral AgentLender's prior written consent. , unless and until the Senior Debt has been indefeasibly paid in full and the Senior Loan Documents terminated; PROVIDED, however, that (a) nothing contained herein will be deemed to prohibit the Collateral Agent from intervening or participating in any judicial or bankruptcy proceeding to the extent necessary to preserve or protect the interests of the Subordinated Creditors; and (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, will be free to take and continue any Enforcement Action with respect to any of the Noteholder Subordinate Collateral or either Borrower without any consent from the Senior Lender provided that each of the following conditions shall have been and continue to be met: (i) an Event of Default under the Subordinated Credit Documents (other than an Event of Default arising solely as a result of the occurrence of an Event of Default under the Senior Loan Documents) has occurred and is continuing, (ii) the Collateral Agent has given the Senior Lender written notice of such Event of Default, and (iii) the Senior Lender has not taken and pursued in good faith any Enforcement Action within 60 days after the date that each of the conditions in clauses (i) through (iii), inclusive of this proviso have been met (such 60-day period being herein referred to as the "STANDSTILL PERIOD"). Notwithstanding anything in this Section 5 to the contrary, in the event that the Senior Lender gives the Borrowers written notice that an Event of Default has occurred under any of the Senior Loan Documents, the Senior Lender shall give the Collateral Agent a copy of such notice, and in the event the Senior Lender elects to sell, collect or otherwise dispose of any of the Senior Collateral and realize thereon without during the continuation of any Event of Default under any of the Senior Loan Documents, the Senior Lender shall give the Collateral Agent an Enforcement Notice to that effect. (b) Neither the Collateral Agent nor any Subordinated Creditor shall, in any Enforcement Action, name as a defendant any tenant or licensee or occupant under any Lease (as defined in the Second Mortgage) or take any other action to terminate any Lease, nor consent to the termination or voluntary surrender of any Lease, in each case with the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwiseLender. (c) If both Moriah In those instances in which the Subordinated Loan Documents confer upon Collateral Agent the right to consent to or approve matters pertaining to the NAPA Lease and the Notes Mortgaged Property (as defined in the Second Mortgage, including, without limitation, Leases, Collateral Agent elect shall not withhold or delay its consent or approval as to proceed with Enforcement Actionsany such matters as to which Borrowers or Senior Lender has requested Collateral Agent's consent or approval, then each shall proceed with the Enforcement Action of any security interests in if Senior Lender has given its consent or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedingsapproval. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end For purposes of this paragraphAgreement, the Notes Collateral Agent agrees that, during following terms have the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action meanings ascribed to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishment.them below:

Enforcement Actions. Each of Moriah the Senior Collateral Agent and the Notes Collateral Program Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by to each other party hereto prior to commencement of Enforcement and further agrees that during the period, if any, between the giving of such Enforcing Party Enforcement Notice and the commencement of Enforcement thereunder, each party receiving such notice shall have the right to the other Partyextent within its power (but not the obligation) to cure the Event of Default or Event of Termination which has occurred under the Senior Loan Documents, the Second Priority Debt Documents or the Purchaser Documents, and to which such Enforcement Notice relates. Subject to the foregoing, Moriah and the Notes Collateral Agent parties hereto agree that during an Enforcement Period: (a) Moriah To the extent authorized by the Purchaser Documents, the Program Agent may take any action to liquidate the Purchased Property and Pre-Event Unsold Receivables Property or to foreclose or realize upon or enforce any of its rights with respect to the Purchased Property and Pre-Event Unsold Receivables Property without the prior written consent of any Secured Party (including, without limitation, the Senior Collateral Agent) or any other party hereto. (b) To the extent authorized by the Other Intercreditor Agreement or the other Senior Loan Documents or Second Priority Debt Documents, the Senior Collateral Agent may, at its option, take option and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agentother parties hereto, provided that during take any Enforcement Period action to accelerate payment of the Claim and to foreclose or realize upon or enforce any of its rights with respect to the Noteholder Collateral; provided, however, that the Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to foreclose or realize upon or to enforce its any rights under the Lockbox Agreement, whether pursuant it may have with respect to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action any of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill PeriodCompany Claim (including, without limitation, any obligations evidenced by the Deferred Purchase Price Note), or (ii) protect its interest from claims the Pre-Event Unsold Receivables Property (including, without limitation, sending or liens causing to be sent any notice to any Obligor of third parties or governmental authoritiesany Pre-Event Unsold Receivables Property directing such Obligor to remit Collections of any Pre-Event Unsold Receivables Property other than to the Deposit Accounts), or in each case without the Program Agent's prior written consent (iii) preserve unless the Noteholder Senior Collateral from deterioration or diminishmentPurchaser Claim Termination Date shall have occurred).

Enforcement Actions. Each of Moriah BA and the Notes Collateral Agent Trustee agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah BA and the Notes Collateral Agent Trustee agree that during an Enforcement Period: (a) Moriah BA may, at its option, take and continue any Enforcement Action with respect to Moriah BA Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral AgentTrustee, provided that during any Enforcement Period with respect to the Noteholder Trustee Senior Collateral, Moriah Collateral BA shall not commence or take any Enforcement Action or realize upon the Noteholder Trustee Senior Collateral without the Notes Collateral AgentTrustee's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent Trustee may, at its option, take and continue any Enforcement Action with respect to the Noteholder Trustee Senior Collateral and realize thereon without the prior written consent of MoriahBA, provided that during any Enforcement Period with respect to the Moriah BA Senior Collateral, the Notes Collateral Agent Trustee shall not commence or take any Enforcement Action (including the notification of account debtors or making any attempt to collect payment therefrom) or realize upon any of the Moriah BA Senior Collateral without MoriahBA's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah BA and the Notes Collateral Agent Trustee elect to proceed with Enforcement ActionsAction, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, interest as described in and provided by Section 2.1, 2.1 without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishment.

Enforcement Actions. Each of Moriah the Lender Agent and the Notes Collateral Agent Administrator agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyprior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such Person). Subject to the foregoing, Moriah and each of the Notes Collateral Agent agree parties hereto agrees that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Receivables Documents, the Administrator may at its optionoption and without the prior consent of the other parties hereto, take any action to (i) accelerate payment of the Receivables Claim or any other obligations and continue liabilities under any Enforcement Action of the Receivables Documents and (ii) liquidate the Receivables Assets or foreclose or realize upon or enforce any of its rights with respect to Moriah Senior the Receivables Assets; provided, however, that the Administrator shall not take any action to foreclose or realize upon or to enforce any rights it may have with respect to any Receivables Assets constituting Returned Goods that have been commingled with the Lender Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, Lender Agent unless the Lender Agent has provided that during any Enforcement Period with respect a written notice to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon Administrator stating that the Noteholder Senior Collateral without Loan Documents have been terminated and all monetary obligations under the Notes Collateral Agent's prior written consentLoan Documents have been satisfied in full. (b) Subject to any applicable restrictions in the standstill period described in Section 2.3(e) belowLoan Documents, the Notes Collateral Lender Agent or the Lenders may, at its optiontheir option and without the prior consent of the other parties hereto, take and continue any Enforcement Action action to accelerate payment of the Lender Claim or any other obligation or liability arising under any of the Loan Documents, foreclose or realize upon or enforce any of their rights with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of MoriahLender Collateral, including, except as otherwise provided that during any Enforcement Period in Section 2.03(d), with respect to any Receivables Assets constituting Returned Goods that have been commingled with the Moriah Senior Lender Collateral, the Notes Collateral Agent shall not commence or and take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, other actions as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodthey deem appropriate; provided, however, that the Notes Collateral Lender Agent shall be entitled not otherwise take any action to take such action foreclose or realize upon or to enforce any rights that either of them may have with respect to uncommingled Returned Goods without the Administrator’s prior written consent unless the Administrator has provided a written notice to the Lender Agent stating that the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full. (c) If Returned Goods are commingled with Inventory, the parties agree to cooperate in the disposition of Commingled Property and the application of the proceeds thereof as it deems necessary provided in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentSection 2.03(d).

Enforcement Actions. Each of Moriah the Lender Agent and the Notes Receivables Collateral Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyprior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such Person). Subject to the foregoing, Moriah and each of the Notes Collateral Agent agree parties hereto agrees that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Receivables Documents, the Receivables Collateral Agent may at its option, take option and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agentother parties hereto, provided that during take any Enforcement Period action to (i) accelerate payment of the Receivables Claim or any other obligations and liabilities under any of the Receivables Documents and (ii) liquidate the Receivables Assets or to foreclose or realize upon or enforce any of its rights with respect to the Noteholder Senior CollateralReceivables Assets; provided, Moriah shall not commence or take any Enforcement Action or realize upon however, that the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Receivables Collateral Agent shall not take any action to foreclose or realize upon or to enforce its any rights under it may have with respect to any Receivables Assets constituting Returned Goods which have been commingled with the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwiseLender Collateral without the prior written consent of the Lender Agent unless all Release Conditions are satisfied. (cb) If both Moriah Subject to any applicable restrictions in the Loan Documents, the Lender Agent or the Lenders may, at their option and without the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action prior consent of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contraryparties hereto, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to accelerate payment of the Lender Claim or any other obligation or liability arising under any of the Loan Documents, foreclose or realize on upon or enforce any of their rights with respect to the Noteholder Senior Lender Collateral or other collateral security, including, except as otherwise provided in Section 2.3(e), with respect to any Receivables Assets constituting Returned Goods that have been commingled with the Lender Collateral, so or take any other actions as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodthey deem appropriate; provided, however, that the Notes Collateral Lender Agent shall be entitled not otherwise take any action to take foreclose or realize upon or to enforce any rights it may have with respect to uncommingled Returned Goods without the Receivables Collateral Agent’s prior written consent unless the Receivables Claim or any other obligation or liability arising under any of the Receivables Documents shall have been first paid and satisfied in full and the Receivables Documents have terminated. (c) If Returned Goods are commingled with Inventory, the parties agree to cooperate in the disposition of such action Returned Goods and Inventory and the application of the proceeds thereof as it deems necessary provided in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentSection 2.3(e).

Enforcement Actions. Each of Moriah the Credit Lenders' Agent, the ------------------- Credit Lenders, the Trustee, the Securitization Company Agent and the Notes Collateral Liquidity Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyothers prior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such person). Subject to the foregoing, Moriah and the Notes Collateral Agent parties hereto agree that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Purchaser Documents, the Trustee may at its option, take option and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, provided that during other parties hereto take any Enforcement Period action to (i) accelerate payment of the Purchaser Claims or any other obligations and liabilities under any of the Purchaser Documents and (ii) liquidate the Purchased Property or to foreclose or realize upon or enforce any of its rights with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consentPurchased Property. (b) Subject to any applicable restrictions in the standstill period described in Section 2.3(e) belowLoan Documents, the Notes Collateral Credit Lenders' Agent or the Credit Lenders may, at its option, take their option and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriahthe other parties hereto, provided that during take any Enforcement Period action to accelerate payment of the Credit Claims or any other obligation or liability arising under any of the Loan Documents and to foreclose or realize upon or enforce any of their rights with respect to the Moriah Senior Collateral, the Notes Credit Collateral Agent shall not commence or other collateral security or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, such other actions as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodthey deem appropriate; provided, however, that the Notes Collateral Credit Lenders' Agent shall be entitled not otherwise take any action to foreclose upon the common stock included in the Stock Collateral so as to obtain or transfer title thereto or to enforce any rights it may have with respect to any of the Purchased Property or to enforce any voting rights it may have with respect to the Stock Collateral in order to nominate or elect any one or more members of the Board of Directors of the issuer of the stock included in the Stock Collateral, in each case, without the Trustee's, the Securitization Company Agent's and the Liquidity Agent's prior written consent unless the Purchaser Claims or any other obligation or liability arising under any of the Purchaser Documents shall have been first paid and satisfied in full in cash and the Purchaser Documents have terminated and, solely with respect to the Stock Collateral, one year and one day has passed since the latest of the date of such payment in full and termination and shall not otherwise take such any action as it deems necessary in its sole discretion to (i) protect its secured position during which challenges the Standstill Period, (ii) protect its interest from claims or liens enforceability of third parties or governmental authorities, or (iii) preserve any of the Noteholder Senior Collateral from deterioration or diminishmentPurchaser Documents.

Enforcement Actions. Each Each, of Moriah the Lenders Agent and the Notes Collateral Receivables Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyothers prior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such Person). Subject to the foregoing, Moriah and each of the Notes Collateral Agent agree parties hereto agrees that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Receivables Documents, the Receivables Agent may at its optionoption and without the prior consent of the other parties hereto, take any action to (i) accelerate payment of the Receivables Claim or any other obligations and continue liabilities under any Enforcement Action of the Receivables Documents and (ii) liquidate the Receivables Assets or to foreclose or realize upon or enforce any of its rights with respect to Moriah Senior the Receivables Assets; provided, however, that, subject to Section 2.3(e), the Receivables Agent shall not take any action to foreclose or realize upon or to enforce any rights it may have with respect to any Receivables Assets constituting Returned Goods which have been commingled with the Lenders Collateral and realize thereon, without the prior written consent of the Notes Collateral Lenders Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to any applicable restrictions in the standstill period described in Section 2.3(e) belowLoan Documents, the Notes Collateral Lenders Agent or the Lenders may, at its optiontheir option and without the prior consent of the other parties hereto, take and continue any Enforcement Action action to accelerate payment of the Lenders Claim or any other obligation or liability arising under the Credit Agreement or any of the other Loan Documents, foreclose or realize upon or enforce any of their rights with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of MoriahLenders Collateral, including, except as otherwise provided that during any Enforcement Period in Section 2.3(e), with respect to any Receivables Assets constituting Returned Goods that have been commingled with the Moriah Senior Lenders Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, other actions as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodthey deem appropriate; provided, however, that the Notes Collateral Lenders Agent shall be entitled not otherwise take any action to take foreclose or realize upon or to enforce any rights it may have with respect to uncommingled Returned Goods without the Receivables Agent’s prior written consent unless the Receivables Claim shall have been first paid and satisfied in full and the Receivables Documents have terminated. (c) If Returned Goods are commingled with Inventory, the parties agree to cooperate in the disposition of such action Returned Goods and Inventory and the application of the proceeds thereof as it deems necessary provided in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentSection 2.3(e).

Enforcement Actions. Each of Moriah The Creditors agree that: 4.1 Notwithstanding any provision in this Agreement, the Credit Facility Documents or the Bond Documents to the contrary. Lender shall have the right but not the obligation to provide cure and make any payments for Trustee Claims to the extent such cure right is given to the Borrower under the Bond Documents, and the Notes Collateral Agent agrees Trustee shall have the right but not the obligation to commence or take provide cure and make any Enforcement Action until an Enforcement Notice has been payments for Lender Claims to the extent such cure right is given to the Borrower under the Credit Facility Documents, except as otherwise provided by such Enforcing Party applicable law in any relevant circumstance. 4.2 Beyond the duties hereunder to account to the other Party. Subject Creditor for moneys received by it on account of the Shared Collateral, Lender and Trustee shall each use reasonable care to preserve or protect any Shared Collateral in its possession or control or in the possession or control of any of its or their respective agents or nominees, or any income thereon or proceeds thereof, or as to the foregoingpreservation of rights against prior parties or any other rights pertaining thereto. 4.3 Notwithstanding the commencement of any Enforcement Action, Moriah the rights and obligations of Lender and Trustee under this Agreement shall remain in full force and effect until (i) all Credit Facility Indebtedness has been paid in full and Lender’s commitment to provide such indebtedness shall have terminated, and (ii) the Notes Collateral Agent agree that during an Enforcement PeriodBonds shall have been paid in full, irrespective of: (a) Moriah mayany lack of validity or enforceability of this Agreement, at its optionany Bond Document or any Credit Facility Document; (b) any change in the amount, take manner, place or terms of payment or change or extension of the time of payment of or renewal or alternation of any indebtedness in any respect, or any modification or amendment of any Bond Document or Credit Facility Documents; provided that it is understood, acknowledged and continue agreed that no additional Bond indebtedness shall be incurred or material amendments or supplements be made to any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, of the Bond Documents without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described Lender in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwiseeach instance. (c) If both Moriah and sale, exchange, release or other dealings with all or any part of the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings.Shared Collateral; (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full.exercise or refrain by either Creditor from exercising any rights against Borrower and/or others; (e) Notwithstanding anything herein application of any sums, by whomsoever paid or howsoever realized, to any indebtedness of Borrower in any manner or order in such creditor’s sole discretion in accordance with the provisions of the related Financing Documents.; provided that it is understood, acknowledged and agreed that Borrower’s obligations in respect of the Loan and the Bonds are secured only to the contraryextent of the Trustee Collateral: or (f) any other circumstance or event that might otherwise constitute a defense available to, but subject to or a discharge of, Borrower in respect of any of the proviso at Bonds, the end Loan or the Credit Facility Indebtedness, or Trustee or Lender in respect of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentAgreement.

Enforcement Actions. Each of Moriah and Foxtrot reserves the Notes Collateral Agent agrees not right to commence suspend or terminate the Service immediately or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah may, at its option, take and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any corrective action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary appropriate in its sole discretion if in the sole judgment of Foxtrot your server is the source or target of any violation of the AUP or for any other reason which Foxtrot chooses. If inappropriate activity is detected, all of your accounts in question will be deactivated until an investigation is complete. Prior notification to (i) protect its secured position during you is not assured. In some cases, law enforcement will be contacted regarding the Standstill Periodactivity. These rights of action, (ii) protect its interest from claims however, do not obligate Foxtrot to monitor or liens exert editorial control over the information made available for distribution via the Services. If Foxtrot takes corrective action because of third parties a possible violation, Foxtrot will not refund to you any fees you paid in advance of the corrective action. Disclosure Rights. The AUP specifically prohibits the use of our Service for illegal activities. Therefore, you agree that Foxtrot may disclose any and all of your information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without consent or governmental authoritiesnotification to you. In addition, or (iii) preserve Foxtrot shall have the Noteholder Senior Collateral from deterioration or diminishmentright to terminate all Services set forth in this Agreement. Disclaimed Warranties. USE OF THE SERVICES OR ANY INFORMATION THAT MAY BE OBTAINED THEREFROM IS AT YOUR OWN RISK. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, ANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. FOXTROT DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. FOXTROT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. FOXTROT EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH FOXTROT'S HOST COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET.

Enforcement Actions. Each of Moriah the ABL Agent and the Notes Collateral Receivables Agent agrees not to commence or take any Enforcement Action until use reasonable efforts to give an Enforcement Notice has been given by such Enforcing Party to the other Partyprior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or affect its rights hereunder nor create any cause of action or liability against such Person). Subject to the foregoing, Moriah and each of the Notes Collateral Agent agree parties hereto agrees that during an Enforcement Period: (a) Moriah maySubject to any applicable restrictions in the Receivables Documents, the Receivables Agent may at its option, take option and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agentother parties hereto, provided that during take any Enforcement Period action to (i) accelerate payment of the Receivables Claim or any other obligations and liabilities under any of the Receivables Documents and (ii) liquidate the Receivables Assets or to foreclose or realize upon or enforce any of its rights with respect to the Noteholder Senior CollateralReceivables Assets; provided, Moriah however, that the Receivables Agent shall not commence or take any Enforcement Action action to foreclose or realize upon the Noteholder Senior or to enforce any rights it may have with respect to any Receivables Assets constituting Returned Goods which have been commingled with other ABL Lender Collateral without the Notes Collateral Agent's prior written consentexcept in accordance with Section 2.3(e) hereof and clause (c) below. (b) Subject to any applicable restrictions in the standstill period described ABL Loan Documents, the ABL Agent or the other ABL Secured Parties may, at their option and without the prior consent of the other parties hereto, take any action to accelerate payment of the ABL Lender Claim or any other obligation or liability arising under any of the ABL Loan Documents, foreclose or realize upon or enforce any of their rights with respect to the ABL Lender Collateral or other collateral security, including, except as otherwise provided in Section 2.3(e) hereof and clause (c) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided any Receivables Assets constituting Returned Goods that during any Enforcement Period have been commingled with respect to the Moriah Senior other ABL Lender Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, other actions as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that periodthey deem appropriate; provided, however, that the Notes Collateral ABL Agent shall be entitled not otherwise take any action to take foreclose or realize upon or to enforce any rights it may have with respect to uncommingled Returned Goods without the Receivables Agents prior written consent unless the Receivables Claim or any other obligation or liability arising under any of the Receivables Documents shall have been first paid and satisfied in full and the Receivables Documents have terminated. (c) If Returned Goods are commingled with Inventory, the parties agree to cooperate in the disposition of such action Returned Goods and Inventory and the application of the proceeds thereof as it deems necessary provided in its sole discretion to (iSection 2.3(e) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmenthereof.

Enforcement Actions. Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah may, at its option, take and continue The First Lender may commence any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period (as defined below) with respect to the Noteholder Senior CollateralCollateral in accordance with the First Collateral Documents at any time and from time to time. So long as no Disqualifying Event exists, Moriah the Junior Lender may commence Enforcement (as defined below) with respect to the Acquisition Assets, the Note, the Acquisition Loan and or any other security instrument relating thereto in accordance with the terms thereof at any time and from time to time. Otherwise, the Junior Lender shall not be permitted to commence an Enforcement at any time unless the First Lender has commenced and is pursuing Enforcement; provided that the Junior Lender shall discontinue such Enforcement if the First Lender withdraws or take discontinues its Enforcement. The term “Enforcement” shall mean, collectively or individually, for either the First Lender or the Junior Lender to repossess any Enforcement Action Collateral or realize upon commence any foreclosure proceedings or other form of judicial remedy or proceeding related to the Noteholder Senior Collateral without or the Notes exercise of any other right or remedy of such party under the First Collateral Agent's prior written consentDocuments or the Second Collateral Documents, as applicable. (b) Subject If the Borrower commences any voluntary proceeding before any court or other governmental authority relating to bankruptcy, insolvency, reorganization, liquidation, receivership, dissolution, relief of debtors or any similar action, or any such proceeding is instituted against the Borrower by any third party other than the Junior Lender, the First Lender or any affiliate of the Junior Lender or the First Lender, the Junior Lender and/or First Lender may, upon prior written notice to the standstill period described in Section 2.3(e) belowother, commence and pursue Enforcement during the Notes Collateral Agent may, at its option, take and continue pendency of any Enforcement Action with respect to such proceeding whether or not the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwiseother has commenced Enforcement. (c) If both Moriah The First Lender may commence and pursue Enforcement without notice to the Junior Lender at any time after the satisfaction in full of the Second Obligations; and the Notes Collateral Agent elect to proceed with Junior Lender may commence and pursue Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice notice to the other Party to join First Lender at any time after the satisfaction in any proceedingsfull of the Second Obligations. (d) Each Enforcing Party The First Lender and the Junior Lender shall so each promptly notify the other Party at such time in writing of the commencement of any Enforcement as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein permitted pursuant to the contrarythis Section 1.3, but subject the failure to the proviso at the end of provide any such notice will not prevent or prejudice such lender’s right to pursue Enforcement in accordance with this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmentSection 1.3.

Enforcement Actions. Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah mayExcept as otherwise provided in subsection (b) below, at its option, take and continue any the VEBA Trustee shall not commence Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence VEBA Agreement or take the Second Collateral Documents - VEBA or any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consentother security instrument relating thereto. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon If any of the Moriah Senior First Notes are outstanding at the time that the Second Note Trustee commences Enforcement, the Second Note Trustee (i) shall deliver to the VEBA Trustee and the Company an Enforcement Notice and (ii) may, but shall not be obligated to, include in the Enforcement Notice delivered in connection therewith a request that the Company or a Designated USWA Official direct the VEBA Trustee to commence Enforcement of its rights and remedies under the Second Collateral without Moriah's prior written consent. In furtherance Documents - VEBA in order to maximize the proceeds realized in such Enforcement and not in limitation available for distribution to the Holders of the foregoing, during Second Notes and the Beneficiaries of the VEBA Trust. Upon receipt of an Enforcement PeriodNotice which includes such a request, the Notes Collateral Agent VEBA Trustee shall not take any action to enforce promptly commence Enforcement of its rights and remedies under the Lockbox Second Collateral Documents - VEBA and deliver to the Second Note Trustee an Enforcement Notice to that effect. If the VEBA Trustee fails to promptly commence such Enforcement for any reason and, as a result of such failure, the Second Note Trustee is unable to make a claim in its Enforcement action for the obligations of the Company then payable under the VEBA Agreement, whether the Second Note Trustee may apply any proceeds received from its Enforcement pursuant to Section 2 thereof 4(b) hereof notwithstanding whether or otherwisenot any of the First Notes remain outstanding. (c) If both Moriah The Company hereby irrevocably instructs the VEBA Trustee to commence Enforcement of its rights and remedies under the Notes Second Collateral Agent elect Documents - VEBA and to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice deliver to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of Second Note Trustee an Enforcement Period (Notice to that effect if the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, Second Note Trustee commences Enforcement and requests that the Notes Collateral Agent shall be entitled to take such action VEBA Trustee commence Enforcement of its rights and remedies as it deems necessary provided in its sole discretion to (iSection 3(b) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishmenthereof.