Common use of Exercise of Remedies Clause in Contracts

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-Priority Agent or any Second-Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in respect of any applicable Second-Priority Claims, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent or any Second-Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority Agent or any Second-Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and (B) each Second-Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as Until the Discharge of Senior Lender Claims First Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Company Borrowers or any other Grantor, the Second Priority Agent and the Second Priority Creditors: (i) no Second-Priority Agent or any Second-Priority will not Exercise Any Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in respect of any applicable Second-Priority Claims, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought Creditor Remedies with respect to the Common First Priority Collateral by the Intercreditor Agent or any Senior Lender in respect of the Senior Lender Claims, (including the exercise of any right by the Intercreditor Agent of setoff or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-the Second Priority Agent or any Second-Second Priority Secured Party either Creditor is a party party); (ii) will not contest, protest or may have rights as a third party beneficiary, object to any Exercise of Secured Creditor Remedies or any other exercise by any such party, Exercise of any rights and remedies Unsecured Creditor Remedies relating to the Common First Priority Collateral under the Senior Lender First Priority Loan Documents or otherwise otherwise; and (iii) except as may be permitted in respect of Senior Lender ClaimsSection 3.1(c), or (z) will not object to the forbearance by the Senior Lenders First Priority Agent or the First Priority Creditors from bringing or pursuing any foreclosure proceeding Exercise of Secured Creditor Remedies or action any Exercise of Unsecured Creditor Remedies with respect to the First Priority Collateral; provided that, in the case of (i), (ii) and (iii) above, the Liens on the Collateral granted to secure the Second Priority Obligations of the Second Priority Creditors and the Second Priority Obligations of the Second Priority Creditors shall attach to any proceeds resulting from actions taken by the First Priority Agent or any First Priority Creditor in accordance with this Agreement after application of such proceeds to the extent necessary to meet the requirements of a Discharge of First Priority Obligations. Subject to Section 5.7(b), the First Priority Agent agrees to provide at least ten Business Days’ prior written notice to the Second Priority Agent of its intention to Exercise Any Secured Creditor Remedies; provided, however, that the failure to give any such notice shall not in any way limit its ability to Exercise Any Secured Creditor Remedies to the extent that such Exercise of Secured Creditor Remedies is not otherwise prohibited by the provisions of this Agreement. (i) Until the Discharge of First Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the First Priority Borrower or any other exercise of any rights or remedies relating Grantor, but subject to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided hereinSection 3.1(a)(i), the Intercreditor First Priority Agent and the Senior Lenders First Priority Creditors shall have the exclusive right to enforce rights, exercise remedies Exercise Any Secured Creditor Remedies with respect to the Collateral (including setoff set off and the right to credit bid their debt) and make determinations regarding the release, disposition Disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-the Second Priority Agent or any Second-Second Priority Secured PartyCreditor; provided, however, provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and (B) each Second-Priority Agent may take any action (not adverse to the prior Liens Lien on the Common Collateral securing the Senior Lender Claims, Second Priority Obligations shall remain on the proceeds of such Collateral released or disposed of subject to the rights relative priorities described in Section 2. In the Exercise of the Intercreditor Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien onSecured Creditor Remedies, the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor First Priority Agent and the Senior Lenders First Priority Creditors may enforce the provisions of the Senior Lender First Priority Loan Documents and exercise remedies Exercise Any Secured Creditor Remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, subject to the terms of this Agreement. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or dispositionDisposition, and to exercise all the rights and remedies of a secured lender creditor under the Uniform Commercial Code of any applicable jurisdiction UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction, subject to the terms of this Agreement. (bc) So long as Notwithstanding the foregoing, the Second Priority Agent and any Second Priority Creditor may: (1) file a claim, proof of claim or statement of interest with respect to the Second Priority Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any of the Borrowers or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Priority Obligations, or the rights of the First Priority Agent or the First Priority Creditors to Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Creditors, including any claims secured by the Collateral, if any, in each case not in violation of the terms of this Agreement; (4) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not in violation of the terms of this Agreement; (5) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Priority Obligations and the Collateral; (6) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Priority Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by First Priority Agent (it being understood that neither the Second Priority Agent nor any Second Priority Creditor shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); (7) engage consultants, valuation firms, investment bankers, and perform or engage third parties to perform audits, examinations and appraisals of the Collateral for the sole purpose valuing the Collateral and not for the purpose of marketing or conducting a disposition of such Collateral; provided, however, that the Second Priority Agent shall not take any of the foregoing actions if they would materially interfere with the Exercise of Secured Creditor Remedies by the First Priority Agent; (8) the filing and pursuit of a lawsuit against the First Priority Agent and/or any First Priority Creditor for breach or non-performance of any payment obligations pursuant hereto; (9) the imposition of default interest (and interest on interest) under the Second Priority Credit Agreement; and (10) bidding for (including credit bidding in conjunction with a cash bid sufficient to cause a Discharge of First Priority Obligations) and, if such bidding is successful, purchasing Collateral pursuant to a disposition of Collateral that would constitute an Exercise of Secured Creditor Remedies by the First Priority Agent for a cash purchase price in an amount no less than the amount required to cause the Discharge of Senior Lender Claims has not occurred, each Second-First Priority Obligations in full. The Second Priority Agent, on behalf of itself and each applicable Second-the Second Priority Secured PartyCreditors, agrees that it will not, in the context of its role as secured creditor, not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoffset-off) with respect to any Common Collateral in respect its capacity as a creditor in violation of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurredthis Agreement. (cd) Subject to Section 3.1(c) and Section 6.3(b): (1) the proviso in clause (ii) of Section 3.1(a), (i) each Second-Second Priority Agent, for itself and on behalf of each applicable Second-the Second Priority Secured PartyCreditors, agrees that no Second-the Second Priority Agent or any Second-and the Second Priority Secured Party Creditors will not take any action that would hinder any exercise Exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral Secured Creditor Remedies under the Senior First Priority Loan DocumentsDocuments or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition Disposition of the Common Collateral, whether by foreclosure or otherwise, and ; (ii2) each Second-the Second Priority Agent, for itself and on behalf of each applicable Second-the Second Priority Secured PartyCreditors, hereby waives any and all rights it or any Second-the Second Priority Secured Party Creditors may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor First Priority Agent or the Senior Lenders First Priority Creditors seek to enforce or collect the Senior Lender Claims First Priority Obligations or the Liens on the Collateral securing the First Priority Obligations granted in any of the Senior Lender CollateralFirst Priority Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the Intercreditor First Priority Agent or Senior Lenders First Priority Creditors is adverse to the interests interest of the Second-Second Priority Secured Parties.Creditors, except to the extent in violation of this Agreement; and (d3) Each Second-the Second Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Priority Collateral Documents or any applicable Second-other Second Priority Loan Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Intercreditor First Priority Agent or the Senior Lenders First Priority Creditors with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender First Priority Collateral Documents. (e) Except as otherwise specifically set forth in Section 3.1(c), the Second Priority Agent and the Second Priority Creditors may exercise rights and remedies as unsecured creditors against the Borrowers or any other Grantor that has guaranteed or granted Liens to secure the Second Priority Obligations in accordance with the terms of the Second Priority Loan Documents and applicable law; provided that in the event that any Second Priority Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Priority Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Priority Obligations) as the other Liens securing the Second Priority Obligations are subject to this Agreement. (f) Except as otherwise set forth herein, nothing in this Agreement shall prohibit the receipt by the Second Priority Agent or any Second Priority Creditors of the required payments of interest, principal and other amounts owed in respect of the Second Priority Obligations, so long as such receipt is not the direct or indirect result of the Exercise of Secured Creditor Remedies (including set off) by the Second Priority Agent or any Second Priority Creditors or enforcement in contravention of this Agreement of any Lien held by any of them. Except as expressly provided in this Agreement, nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Priority Agent or the First Priority Creditors may have with respect to the First Priority Collateral.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, (i) no Second-neither any Junior Priority Agent or Representative nor any Second-Junior Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Junior Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Junior Priority Agent Representative or any Second-Junior Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each Second-any Junior Priority Agent Representative may file a claim or statement of interest with respect to the applicable Second-Junior Priority Claims and Debt Obligations under its Junior Priority Debt Facility, (B) each Second-any Junior Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Junior Priority Representative and the Junior Priority Debt Parties may exercise their rights and remedies as unsecured creditors, to the extent provided in Section 5.04, (D) the Junior Priority Debt Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Priority Debt Parties or the avoidance of any Junior Priority Lien to the extent not inconsistent with the terms of this Agreement, and (E) from and after the Junior Priority Enforcement Date, the Designated Junior Priority Representative may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Junior Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure). In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims Obligations has not occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), each Second-Junior Priority AgentRepresentative, on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Shared Collateral or any proceeds Proceeds of Common Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Shared Collateral in respect of the applicable Second-Junior Priority ClaimsDebt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a3.01(a), the sole right of the Second-Junior Priority Agents Representatives and the Second-Junior Priority Secured Debt Parties with respect to the Common Shared Collateral is to hold a Lien on the Common Shared Collateral in respect of the applicable Second-Junior Priority Claims Debt Obligations pursuant to the Second-Junior Priority Documents, as applicable, Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of Senior Lender Claims Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Junior Priority AgentRepresentative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that no Second-neither such Junior Priority Agent or Representative nor any Second-such Junior Priority Secured Debt Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Party with respect to the Common Shared Collateral under the Senior Loan Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Common Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second-Junior Priority AgentRepresentative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby waives any and all rights it or any Second-such Junior Priority Secured Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims Obligations or the Liens granted in on any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent any Senior Representative or any other Senior Lenders Secured Party is adverse to the interests of the Second-Junior Priority Secured Debt Parties. (d) Each Second-Junior Priority Agent Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Junior Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Debt Documents. (e) Subject to Section 3.01(a), the Designated Senior Representative shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations, the Designated Junior Priority Representative who may be instructed by the Junior Priority Majority Representatives shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Junior Priority Representative who may be instructed by the Junior Priority Majority Representatives shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Junior Priority Debt Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Junior Priority Representatives, or for the taking of any other action authorized by the Junior Priority Collateral Documents; provided, however, that nothing in this Section 3.01(e) shall impair the right of any Junior Priority Representative or other agent or trustee acting on behalf of the Junior Priority Debt Parties to take such actions with respect to the Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Junior Priority Debt Parties or the Junior Priority Debt Obligations.

Exercise of Remedies. (a) So long as the Discharge If, for any Pass Through Trust, an Indenture Event of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-Priority Agent or any Second-Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect Default under an Indenture relating to any Common Collateral in respect Equipment Certificate that constitutes Trust Property of such Pass Through Trust (an "Event of Default") shall occur and be continuing, then, subject to the provisions of any Intercreditor Agreement, the Pass Through Trustee may vote all of the Equipment Certificates under such Indenture held by such Pass Through Trust, and upon the direction of the Majority In Interest of Certificateholders of the related Series, the Pass Through Trustee shall vote a corresponding majority of such Equipment Certificates in favor of directing the applicable Second-Priority ClaimsRelated Indenture Trustee to declare the unpaid principal of such Equipment Certificates then outstanding, institute any action or proceeding together with respect interest accrued but unpaid thereon and all other amounts due under such Equipment Certificates and the related Indenture, to be due and payable under, and in accordance with the provisions of, such rights or remedies (including any action Indenture. In addition, if such Event of foreclosure)Default shall have occurred and be continuing, (y) contest, protest or object to any foreclosure proceeding or action brought with respect subject to the Common Collateral by provisions of any Intercreditor Agreement, the Intercreditor Agent or any Senior Lender Pass Through Trustee may in respect of accordance with such related Indenture vote such Equipment Certificates to direct the Senior Lender Claims, applicable Related Indenture Trustee regarding the exercise of remedies provided in such Indenture. If, for any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect Pass Through Trust, an Event of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent or any Second-Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor Agent and the Senior Lenders Default shall have the exclusive right occurred and be continuing, subject to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority Agent or any Second-Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and (B) each Second-Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent and the Senior Lenders may enforce the provisions of any Intercreditor Agreement, the Senior Lender Documents Pass Through Trustee may, and exercise remedies thereunderupon the direction of the Majority In Interest of Certificateholders of the related Series shall, all by such officer or agent as it may appoint, sell, convey, transfer and deliver any Equipment Certificates held in such order and in Pass Through Trust that are subject to the corresponding Indenture Event of Default, without recourse to or warranty by the Pass Through Trustee or any Certificateholder of such manner as they may determine in Series, to any Person. In any such case, the exercise of their sole discretion. Such exercise and enforcement Pass Through Trustee shall include the rights of an agent appointed by them sell, assign, contract to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses and deliver any such Equipment Certificates in connection with such one or more parcels at public or private sale or dispositionsales, at any location or locations at the option of the Pass Through Trustee, all upon such terms and conditions as it may reasonably deem advisable and at such prices as it may reasonably deem advisable, for cash. If the Pass Through Trustee so decides or is required to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code sell or otherwise dispose of any applicable jurisdiction and Equipment Certificates pursuant to this Section 7.01, the Pass Through Trustee shall take such of a secured creditor the actions described above as it may reasonably deem most effective to complete the sale or other disposition of such Equipment Certificates, so as to provide for the payment in full of all amounts due on such Equipment Certificates with respect to the related Series. Notwithstanding the foregoing, any action taken by the Pass Through Trustee under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will this Section 7.01 shall not, in the context reasonable judgment of its role as secured creditorthe Pass Through Trustee, take or receive any Common Collateral or any proceeds be adverse to the best interests of Common Collateral in connection with the Certificateholders of such Series. If an Intercreditor Agreement is applicable and the Pass Through Trustee is the Controlling Party thereunder, the Pass Through Trustee upon the occurrence of an Indenture Event of Default may direct the exercise of any right or remedy (including setoff) with respect to any Common Collateral remedies in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurredconnection therewith. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrowers or any other Grantor, Loan Party: (i) no Second-Priority the Second Lien Collateral Agent or any Second-Priority and the Second Lien Secured Party will Parties (x) will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in respect (including, without limitation, the exercise of any applicable Second-Priority Claimsright under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Secured Parties is a party or the enforcement of or execution on any judgment Lien) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, that the Second Lien Collateral Agent may exercise any or all such rights (but not rights the exercise of which is otherwise prohibited by this Agreement including, without limitation, Section 6 hereof) after a period (the “Standstill Period”) of 180 consecutive days has elapsed from the date of delivery of written notice to the First Lien Collateral Agent stating that the existence of any Event of Default as defined under the Second Lien Credit Agreement has occurred and is continuing thereunder and stating its intention to exercise its rights to take such actions only so long as (1) no such Event of Default relating to the payment of interest, principal, fees or other First Lien Obligations shall have occurred and be continuing and (2) the First Lien Collateral Agent or First Lien Secured Parties have not commenced (or attempted to commence or given notice of its intent to commence) the exercise of any of their rights or remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding); (y) will not contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor First Lien Collateral Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent or any Second-Priority First Lien Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by the First Lien Collateral Agent or any such party, First Lien Secured Party of any rights and remedies relating to the Common Collateral under the Senior Lender First Lien Loan Documents or otherwise in respect of Senior Lender Claimsotherwise, or (z) will not object to the forbearance by the Senior Lenders First Lien Collateral Agent or the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral Collateral, in respect each case so long as the respective interests of Senior Lender Claims the Second Lien Secured Parties attach to the proceeds thereof subject to the relative priorities described in Section 2 hereof and (ii) except as otherwise provided herein, the Intercreditor First Lien Collateral Agent and the Senior Lenders First Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff set-off and the right to credit bid their debt) and make determinations regarding the release, disposition disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority the Second Lien Collateral Agent or any Second-Priority Second Lien Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrowers or any other GrantorLoan Party, each Second-Priority the Second Lien Collateral Agent or the Second Lien Secured Parties may file a proof of claim or statement of interest with respect to the applicable Second-Priority Claims and Second Lien Obligations, (B) the Second Lien Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Secured Parties, including without limitation any claims secured by the Collateral, if any, in each Secondcase if not otherwise in contravention of the terms of this Agreement, (C) the Second Lien Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either the Bankruptcy Law or applicable non-Priority Agent may take bankruptcy law, in each case if not otherwise in contravention of the terms of this Agreement, (D) the Second Lien Secured Parties shall be entitled to file any action (not adverse proof of claim and other filings and make any arguments and motions in order to the prior preserve or protect its Liens on the Common Collateral securing the Senior Lender Claimsthat are, or the rights in each case, not otherwise in contravention of the Intercreditor terms of this Agreement, with respect to the Second Lien Obligations and the Collateral and (E) the Second Lien Collateral Agent or the Senior Lenders to any Second Lien Secured Party may exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) any of its rights in, and perfection and priority or remedies with respect to the Collateral after the termination of its Lien on, the Common CollateralStandstill Period to the extent permitted by clause (i)(x) above. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor First Lien Collateral Agent and the Senior Lenders First Lien Secured Parties may enforce the provisions of the Senior Lender First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as neither the Discharge of Senior Lender Claims First Priority Obligations nor the payment in full of the Second Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrowers or any other Grantor, (i) no Second-neither the Collateral Agent nor any of the First Priority Creditors or the Second Priority Creditors will, without the consent of the First Priority Agent, the Second Priority Agent and Collateral Agent, as the case may be, (who shall be entitled but not required, to seek such consents of the First Priority Creditors or any Second-the Second Priority Secured Party will (x) Creditors, as the case may be, as they may be deem necessary or desirable), exercise or seek to exercise any rights or remedies (including setoffincluding, without limitation, set-off) with respect to any Common Pari Passu Collateral Accounts or institute or commence or join with any Person in respect of any applicable Second-Priority Claims, institute commencing any action or proceeding with respect to such rights or remedies remedies; provided that: (including any action of foreclosure), (yI) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent or any Second-Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority Agent or any Second-Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and (B) each Second-Priority Agent may take any action (not adverse to the prior Liens on the Common Pari Passu Collateral Accounts securing the Senior Lender ClaimsObligations, or the rights of the Intercreditor Agent First Priority Creditors or the Senior Lenders Second Priority Creditors, as the case may be, to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien onon the Pari Passu Collateral Accounts; (II) the First Priority Creditors and the Second Priority Creditors shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the Common Collateral. In exercising disallowance of the claims of the First Priority Creditors and the Second Priority Creditors, including without limitation any claims secured by the Pari Passu Collateral Accounts, if any, in each case in accordance with the terms of this Agreement; (III) the First Priority Creditors and the Second Priority Creditors shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either the Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement; and (IV) the First Priority Creditors and remedies the Second Priority Creditors shall be entitled to vote on any plan of reorganization and file any proof of claim in an Insolvency or Liquidation Proceeding or otherwise and other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Senior Lender Collateral, the Intercreditor Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Pari Passu Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdictionAccounts. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect Each of the applicable Second-First Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents Agent and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Second Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-First Priority Loan Document or Second Priority Loan Document, respectively, (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent First Priority Creditors or the Senior Lenders Second Priority Creditors, respectively, with respect to the Senior Lender Pari Passu Collateral Accounts as set forth in this Agreement and the Senior Lender First Priority Loan Documents or Second Priority Loan Documents, respectively.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company a Borrower or any other GrantorPledgor, (i) no Second-Second Priority Agent or any Second-Second Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoffsetoff or recoupment) with respect to any Common Collateral or any other security in respect of any applicable Second-Second Priority Claims, or exercise any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral or any other collateral by the Intercreditor any First Lien Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor any First Lien Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Second Priority Agent or any Second-Second Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral or any other collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral or any other collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor each First Lien Agent and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Second Priority Agent or any Second-Second Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company a Borrower or any other GrantorPledgor, each Second-Second Priority Agent may file a proof of claim or statement of interest with respect to the applicable Second-Second Priority Claims and Claims, (B) each Second-Second Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor either First Lien Agent or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral. , (C) in any Insolvency or Liquidation Proceeding commenced by or against a Borrower or any other Pledgor, each Second Priority Agent may file any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Second Priority Agent or Second Priority Secured Party, (D) each Second Priority Agent may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of a Borrower or any other Pledgor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law and (E) each Second Priority Agent and each Second Priority Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of a Borrower or any other Pledgor, in each case (A) through (E) above to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (b) In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor each First Lien Agent and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (bc) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, not take or receive any Common Collateral or other collateral or any proceeds of Common Collateral or other collateral in connection with the exercise of any right or remedy (including setoffsetoff or recoupment) with respect to any Common Collateral or other collateral in respect of the applicable Second-Second Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Second Priority Agents and the Second-Second Priority Secured Parties with respect to the Common Collateral or any other collateral is to hold a Lien on the Common Collateral or such other collateral in respect of the applicable Second-Second Priority Claims pursuant to the Second-Second Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (cd) Subject to the proviso in clause (ii) of Section 3.1(a)) above, (i) each Second-Second Priority Agent, for itself and on behalf of each applicable Second-Second Priority Secured Party, agrees that no Second-Second Priority Agent or any Second-Second Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor any First Lien Agent or the Senior Lenders Secured Parties with respect to the Common Collateral or any other collateral under the Senior Loan Lender Documents, including any sale, lease, exchange, transfer or other disposition of the Common CollateralCollateral or such other collateral, whether by foreclosure or otherwise, and (ii) each Second-Second Priority Agent, for itself and on behalf of each applicable Second-Second Priority Secured Party, hereby waives any and all rights it or any Second-Second Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor any First Lien Agent or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor any First Lien Agent or Senior Lenders Secured Parties is adverse to the interests of the Second-Second Priority Secured Parties. (de) Each Second-Second Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Second Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor any First Lien Agent or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents. (f) Until the Discharge of Senior Lender Claims, the First Priority Designated Agent shall have the exclusive right to exercise any right or remedy with respect to the Common Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company a Borrower or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company a Borrower or any other Grantor, each Second-any Second Priority Agent Representative may file a claim, proof of claim or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03 and the Second Priority Debt Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second Priority Debt Parties or the avoidance of any Second Priority Lien to the extent not inconsistent with the terms of this Agreement, (E) any Second Priority Debt Party may vote on any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding that conforms to the terms and conditions of this Agreement, and (F) from and after the Second Priority Enforcement Date, the Designated Second Priority Representative (or a person authorized by it) may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral or (2) the Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding, in each case (A) through (E) above, to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims Obligations has not occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), each Second-Second Priority AgentRepresentative, on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Shared Collateral or any proceeds Proceeds of Common Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Shared Collateral in respect of the applicable Second-Second Priority ClaimsDebt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a3.01(a), the sole right of the Second-Second Priority Agents Representatives and the Second-Second Priority Secured Debt Parties with respect to the Common Shared Collateral is to hold a Lien on the Common Shared Collateral in respect of the applicable Second-Second Priority Claims Debt Obligations pursuant to the Second-Second Priority Documents, as applicable, Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of Senior Lender Claims Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that no Second-neither such Second Priority Agent or Representative nor any Second-such Second Priority Secured Debt Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Party with respect to the Common Shared Collateral under the Senior Loan Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Common Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, hereby waives any and all rights it or any Second-such Second Priority Secured Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims Obligations or the Liens granted in on any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent any Senior Representative or any other Senior Lenders Secured Party is adverse to the interests of the Second-Second Priority Secured Debt Parties. (d) Each Second-Second Priority Agent Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Debt Documents. (e) Until the Discharge of Senior Obligations, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the Designated Senior Representative (or any person authorized by it) shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations, the Designated Second Priority Representative (or any person authorized by it) who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to exercise any right or remedy with respect to the Second Priority Collateral, and the Designated Second Priority Representative (or any person authorized by it) who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Priority Debt Parties with respect to the Second Priority Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents; provided, however, that nothing in this Section shall impair the right of any Second Priority Representative or other agent or trustee acting on behalf of the Second Priority Debt Parties to take such actions with respect to the Second Priority Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Priority Debt Parties or the Second Priority Debt Obligations.

Exercise of Remedies. (a) The provisions of this clause (a) are subject to clause (e) below in this Section 3.1. So long as the Discharge of Senior Lender Claims First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, : (i) no the Second-Priority Lien Agent or any and the other Second-Priority Lien Secured Party Parties will (x) not exercise or seek to exercise any rights or remedies (including setoffset-off) with respect to any Common Collateral in respect of any applicable (whether available under the Second-Priority ClaimsLien Loan Documents, institute pursuant to applicable law or otherwise, including, without limitation, foreclosing on the Liens of such Person in any action Collateral, selling or proceeding with respect to such rights or remedies (including realizing on any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Agent or any Senior Lender in respect of the Senior Lender ClaimsCollateral, taking possession of Collateral (unless solely for purposes of perfecting Liens on such Collateral), the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any the Second-Priority Lien Agent or any Second-Priority Lien Secured Party either is a party party, the exercise of voting rights or may have other rights as a third party beneficiaryand remedies pertaining to pledged equity interests and the contacting of account debtors for payment in respect of accounts receivable owing to any Grantor) or institute or commence, or join with any Person in instituting or commencing, any action or proceeding with respect to any such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or any other action brought by the First-Lien Agent or any other First-Lien Secured Party on account of or in respect of the Collateral or any other exercise by the First-Lien Agent or any such party, other First-Lien Secured Party of any rights and remedies (whether of a kind described above or otherwise) relating to the Common Collateral Collateral, whether available under the Senior Lender Documents First-Lien Documents, pursuant to applicable law or otherwise in respect (including the institution of Senior Lender Claimsany Insolvency or Liquidation Proceeding), or (z) object to the forbearance by the Senior Lenders First-Lien Agent or the other First-Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims Collateral; and (ii) except as otherwise provided hereinthe First-Lien Agent shall have the exclusive right, the Intercreditor Agent and the Senior Lenders Required First-Lien Secured Parties shall have the exclusive right to instruct the First-Lien Agent, to enforce rights, exercise remedies (whether available under the First-Lien Documents, pursuant to applicable law or otherwise, including setoff set-off and the right to credit bid their debt) and make determinations regarding the release, disposition disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of any the Second-Priority Lien Agent or any other Second-Priority Lien Secured Party, all as though the Second-Lien Obligations did not exist; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each the Second-Priority Lien Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and Lien Obligations, (B) each the Second-Priority Lien Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender ClaimsFirst-Lien Obligations, or the rights of the Intercreditor First-Lien Agent or the Senior Lenders other First-Lien Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien onon the Collateral in accordance with the terms of this Agreement, (C) the Second-Lien Secured Parties shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Secured Parties, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (D) the Second-Lien Secured Parties may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement and only with respect to the portion of their claim that is unsecured and (E) the Second-Lien Secured Parties may vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with, or not violative of, the Common terms of this Agreement with respect to the Second-Lien Obligations and the Collateral. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor First-Lien Agent and the Senior Lenders other First-Lien Secured Parties may enforce the provisions of the Senior Lender First-Lien Documents and exercise remedies thereunderthereunder and under applicable law, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender creditor under the Uniform Commercial Code of any applicable jurisdiction or other applicable law and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each The Second-Priority Lien Agent, on behalf of itself and each applicable the Second-Priority Lien Secured PartyParties, agrees that it will not, in the context of its role as secured creditor, not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral (whether available under the Second-Lien Loan Documents, applicable law or otherwise, including, without limitation, all rights and remedies of a kind described in respect Section 3.1(a) above), and shall not hold possessory Liens on all or any part of the applicable SecondCollateral (such possessory Liens to be held by First-Priority ClaimsLien Agent, subject to the terms of Section 5.5 hereof), unless and until the Discharge of First-Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims First-Lien Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents Lien Agent and the other Second-Priority Lien Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims the First-Lien Obligations has occurredoccurred in accordance with the terms of the Second-Lien Loan Documents and applicable law. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each The Second-Priority Lien Agent, for itself and on behalf of each applicable the Second-Priority Lien Secured PartyParties, and each other Second-Lien Secured Party (by its acceptance of the benefits of the Second-Lien Loan Documents), (i) agrees that no the Second-Priority Lien Agent or any and the other Second-Priority Lien Secured Party Parties will not take any action that would hinder hinder, delay, limit or prohibit any exercise of rights or remedies undertaken by the Intercreditor First-Lien Agent or the Senior Lenders First-Lien Secured Parties with respect to all or any part of the Common Collateral (whether available under the Senior Loan First-Lien Documents, applicable law or otherwise), including any collection, sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Collateral Document or subordinate the priority of the First-Lien Obligations to the Second-Lien Obligations or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any the Second-Priority Lien Secured Party Parties may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the Intercreditor First-Lien Agent or the Senior Lenders other First-Lien Secured Parties seek to enforce or collect the Senior Lender Claims First-Lien Obligations or the Liens granted in any of the Senior Lender First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor First-Lien Agent or Senior Lenders First-Lien Secured Parties is adverse to the interests interest of the Second-Priority Lien Secured Parties. (d) Each The Second-Priority Lien Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable the Second-Priority Lien Collateral Documents or any other Second-Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor First-Lien Agent or the Senior Lenders other First-Lien Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender First-Lien Loan Documents. (e) Notwithstanding anything to the contrary in preceding clauses (a) through (d) of this Section 3.1, at any time while an “event of default” exists under (and as defined in) the Second-Lien Credit Agreement, then so long as 180 days have elapsed after written notice thereof (and requesting that enforcement action be taken with respect to the Collateral) has been received by the First-Lien Agent from the Second-Lien Agent and so long as the respective “event of default” shall not have been cured or waived (or any acceleration in respect thereof rescinded), the Second-Lien Agent, for itself and on behalf of the Second-Lien Secured Parties, may, but only if the First-Lien Agent or the First-Lien Secured Parties are not pursuing in good faith enforcement proceedings, or otherwise exercising rights and remedies (including, without limitation, the solicitation of bids from third parties to conduct the liquidation of all or any portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any portion of the Collateral, the notification of account debtors to make payments to the First-Lien Agent or its agents, the initiation of any action to take possession of all or any portion of the Collateral, the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any portion of the Collateral, diligently attempting in good faith to vacate any stay prohibiting an enforcement action with respect to all or any portion of the Collateral or diligently attempting in good faith to vacate any stay prohibiting an enforcement action with respect to the Collateral), with respect to all or any portion of the Collateral in a commercially reasonable manner (with any determination of which Collateral to proceed against, and in what order, to be made by the First-Lien Agent or such First-Lien Secured Parties in their reasonable judgment), enforce the Liens on Collateral granted pursuant to the Second-Lien Collateral Documents, provided that (x) any Collateral or any proceeds of Collateral received by the Second-Lien Agent or such other Second-Lien Secured Party, as the case may be, in connection with the enforcement of such Lien shall be applied in accordance with Section 4 hereof and (y) the First-Lien Agent or any other First-Lien Secured Parties may at any time take over such enforcement proceedings, provided that the First-Lien Agent or such First-Lien Secured Parties, as the case may be, pursue enforcement proceedings, or otherwise exercise rights and remedies (including, without limitation, the solicitation of bids from third parties to conduct the liquidation of all or any portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any portion of the Collateral, the notification of account debtors to make payments to the First-Lien Agent or its agents, the initiation of any action to take possession of all or any portion of the Collateral, the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any portion of the Collateral, diligently attempting in good faith to vacate any stay prohibiting an enforcement action with respect to all or any portion of the Collateral or diligently attempting in good faith to vacate any stay prohibiting an enforcement action with respect to the Collateral), with respect to all or any portion of the Collateral in a commercially reasonable manner, with any determination of which Collateral to proceed against, and in what order, to be made by the First-Lien Agent or such First-Lien Secured Parties in their reasonable judgment, and provided further that the Second-Lien Agent or Second-Lien Secured Parties, as the case may be, shall only be able to recoup (from amounts realized by the First-Lien Agent or any First-Lien Secured Parties) in any enforcement proceeding with respect to the Collateral (whether initiated by the First-Lien Agent or First-Lien Secured Parties or taken over by them as contemplated above) any expenses incurred by them in accordance with the priorities set forth in Section 4 hereof.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-any Second Priority Agent Representative may file a claim or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, and (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-Priority Agent Representative or any Second-Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in respect of any applicable Second-Priority ClaimsObligations, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor First-Priority Collateral Agent or any Senior Lender First-Priority Secured Party in respect of the Senior Lender ClaimsFirst-Priority Obligations, the exercise of any right by the Intercreditor First-Priority Collateral Agent or any Senior Lender First-Priority Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims First-Priority Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Representative or any Second-Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender First-Priority Documents or otherwise in respect of Senior Lender ClaimsFirst-Priority Obligations, or (z) object to the forbearance by the Senior Lenders First-Priority Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims First-Priority Obligations and (ii) except as otherwise provided herein, the Intercreditor First-Priority Collateral Agent and the Senior Lenders First-Priority Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority Agent Representative or any Second-Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent Representative may file a claim or statement of interest with respect to the applicable Second-Priority Claims Obligations and (B) each Second-Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender ClaimsFirst-Priority Obligations, or the rights of the Intercreditor First-Priority Collateral Agent or the Senior Lenders First-Priority Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral. In exercising rights and remedies with respect to the Senior Lender First-Priority Collateral, the Intercreditor First-Priority Collateral Agent and the Senior Lenders First-Priority Secured Parties may enforce the provisions of the Senior Lender First-Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role capacity as secured creditora Secured Party, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority ClaimsObligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims First-Priority Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a3.01(a), the sole right of the Second-Priority Agents Representatives and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims Obligations pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims First-Priority Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Priority AgentRepresentative, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent Representative or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor First-Priority Collateral Agent or the Senior Lenders First-Priority Secured Parties with respect to the Common Collateral under the Senior Loan First-Priority Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority AgentRepresentative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor First-Priority Collateral Agent or the Senior Lenders First-Priority Secured Parties seek to enforce or collect the Senior Lender Claims First-Priority Obligations or the Liens granted in any of the Senior Lender First-Priority Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor First-Priority Collateral Agent or Senior Lenders First-Priority Secured Parties is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor First-Priority Collateral Agent or the Senior Lenders First-Priority Secured Parties with respect to the Senior Lender First-Priority Collateral as set forth in this Agreement and the Senior Lender First-Priority Documents. (e) Subject to the proviso appearing in the first sentence of Section 3.01(a) and the following Section 3.01(f), until the Discharge of the First-Priority Obligations, the First-Priority Collateral Agent shall have the exclusive right to exercise any right or remedy with respect to the Common Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. (f) Notwithstanding the provisions of Section 3.01 above but subject in all cases to Section 4.02, the Second-Priority Collateral Agent may enforce any of its rights and exercise any of its remedies (subject to the limitations set forth in this clause (f) with respect to such actions) with respect to the Second Lien Collateral after a period of 180 consecutive days has elapsed since the date on which the Second-Priority Collateral Agent has delivered to the First-Priority Collateral Agent written notice of the acceleration or non-payment at the final stated maturity of the Indebtedness then outstanding under any Second Lien Documents (the “Standstill Period”); provided, however, that (i) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second-Priority Collateral Agent or any other Second-Priority Secured Party enforce or exercise any rights or remedies with respect to any Common Collateral if the First-Priority Collateral Agent or any other First-Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any insolvency or liquidation proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to all or a material portion of such Collateral (prompt written notice thereof to be given to the Second-Priority Collateral Agent by the applicable First-Priority Representative) and (ii) after the expiration of the Standstill Period, so long as no First-Priority Representative has commenced any action to enforce the Liens securing the First-Priority Obligations on all or any material portion of the Collateral, the Second-Priority Secured Parties (or the Second-Priority Collateral Agent on their behalf) may, subject to the provisions of Article 7, enforce the Liens securing the Second-Priority Obligations with respect to all or any portion of the Common Collateral to the extent permitted hereunder. If the Second-Priority Collateral Agent or any other Second-Priority Secured Party exercises any rights or remedies with respect to the Collateral in accordance with the immediately preceding sentence of this paragraph and thereafter the First-Priority Collateral Agent or any other First-Priority Secured Party commences (or attempts to commence or give notice of its intent to commence) the exercise of any of its rights or remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any proceeding under Bankruptcy Law), the Standstill Period shall recommence and the Second-Priority Collateral Agent and each other Second-Priority Secured Party shall rescind any such rights or remedies already exercised with respect to the Common Collateral.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each Second-any Second Priority Agent Representative may file a claim, proof of claim or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Second Priority Representative and the Second Priority Debt Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03 and the Second Priority Debt Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second Priority Debt Parties or the avoidance of any Second Priority Lien to the extent not inconsistent with the terms of this Agreement, (E) any Second Priority Debt Party may vote on any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding that conforms to the terms and conditions of this Agreement, and (F) from and after the Second Priority Enforcement Date, the Designated Second Priority Representative (or a person authorized by it) may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral or (2) the Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims Obligations has not occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), each Second-Second Priority AgentRepresentative, on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Shared Collateral or any proceeds Proceeds of Common Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Shared Collateral in respect of the applicable Second-Second Priority ClaimsDebt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a3.01(a), the sole right of the Second-Second Priority Agents Representatives and the Second-Second Priority Secured Debt Parties with respect to the Common Shared Collateral is to hold a Lien on the Common Shared Collateral in respect of the applicable Second-Second Priority Claims Debt Obligations pursuant to the Second-Second Priority Documents, as applicable, Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of Senior Lender Claims Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that no Second-neither such Second Priority Agent or Representative nor any Second-such Second Priority Secured Debt Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Party with respect to the Common Shared Collateral under the Senior Loan Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Common Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, hereby waives any and all rights it or any Second-such Second Priority Secured Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims Obligations or the Liens granted in on any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent any Senior Representative or any other Senior Lenders Secured Party is adverse to the interests of the Second-Second Priority Secured Debt Parties. (d) Each Second-Second Priority Agent Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Debt Documents. (e) Until the Discharge of Senior Obligations, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the Designated Representative (or any person authorized by it) shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations, the Designated Second Priority Representative (or any person authorized by it) who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Second Priority Representative (or any person authorized by it) who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Priority Debt Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents; provided, however, that nothing in this Section shall impair the right of any Second Priority Representative or other agent or trustee acting on behalf of the Second Priority Debt Parties to take such actions with respect to the Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Priority Debt Parties or the Second Priority Debt Obligations.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, (i) except as otherwise provided herein, no Second-Second Priority Agent or any Second-Second Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoffsetoff or recoupment) with respect to any Common Collateral or any other security in respect of any applicable Second-Second Priority Claims, or exercise any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral or any other collateral by the Intercreditor any First Lien Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor any First Lien Agent or any Senior Lender (or any agent or sub-agent subagent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Second Priority Agent or any Second-Second Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral or any other collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral or any other collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor each First Lien Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and and, subject to the terms of this Agreement, make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Second Priority Agent or any Second-Second Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each Second-Second Priority Agent may file a proof of claim or statement of interest with respect to the applicable Second-Second Priority Claims and Claims, (B) each Second-Second Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor either First Lien Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral, (C) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, each Second Priority Agent may file any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Second Priority Agent or Second Priority Secured Party, (D) each Second Priority Agent may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Borrower or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law and (E) each Second Priority Agent and each Second Priority Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Borrower or any other Grantor, in each case (A) through (E) above to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement; provided, further, that, notwithstanding any other provision of this Agreement, but subject at all times to the provisions of Section 4 of this Agreement, each Second Priority Agent and Second Priority Secured Party may enforce or exercise any or all such rights and remedies, or commence, petition or file for any such action or proceeding, (i) after a period ending one hundred eighty (180) days after the date that the First Lien Agent receives written notice from such Second Priority Agent or Second Priority Secured Party that such Second Priority Agent or Second Priority Secured Party has declared, in writing, the existence of any event of default under any of the applicable Second Priority Documents and has accelerated the payment of the full principal amount of the applicable Second Priority Claims and has demanded, in writing, the repayment of such applicable Second Priority Claims from the Borrower and/or any other Grantor, as the case may be, and (ii) if and only if, as of the expiration of such one hundred eighty (180) day period, (A) the applicable event of default set forth in the written notice set forth in the previous clause (i) above is continuing and has not been cured, waived or remedied, and (B) the First Lien Designated Agent is not then diligently pursuing in good faith the exercise of its enforcement rights or remedies against a material portion of the Common Collateral (including, without limitation, any of the following: solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Common Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promotion or selling all or any material portion of the Common Collateral, the notification of account debtors to make payments to the First Lien Designated Agent, the initiation of any action to take possession of all or any material portion of the Common Collateral or the commencement of any legal proceedings or actions against or with respect to all or any material portion of the Common Collateral). In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor each First Lien Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such Subject to the terms of this Agreement, such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, not take or receive any Common Collateral or other collateral or any proceeds of Common Collateral or other collateral in connection with the exercise of any right or remedy (including setoffsetoff or recoupment) with respect to any Common Collateral or other collateral in respect of the applicable Second-Second Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in provisos to clause (ii) of Section 3.1(a), the sole right of the Second-Second Priority Agents and the Second-Second Priority Secured Parties with respect to the Common Collateral or any other collateral is to hold a Lien on the Common Collateral or such other collateral in respect of the applicable Second-Second Priority Claims pursuant to the Second-Second Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in provisos to clause (ii) of Section 3.1(a)) above, (i) each Second-Second Priority Agent, for itself and on behalf of each applicable Second-Second Priority Secured Party, agrees that no Second-Second Priority Agent or any Second-Second Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor any First Lien Agent or the Senior Lenders with respect to the Common Collateral or any other collateral under the Senior Loan Lender Documents, including any sale, lease, exchange, transfer or other disposition of the Common CollateralCollateral or such other collateral, whether by foreclosure or otherwise, and (ii) each Second-Second Priority Agent, for itself and on behalf of each applicable Second-Second Priority Secured Party, hereby waives any and all rights it or any Second-Second Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor any First Lien Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor any First Lien Agent or Senior Lenders is adverse to the interests of the Second-Second Priority Secured Parties. (d) Each Second-Second Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Second Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor any First Lien Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender ABL Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 5.6, (i) no Second-Priority Term Loan Agent or any Second-Priority Secured Party Term Loan Lender will (x) exercise Exercise Any Secured Creditor Remedies or seek to exercise any rights or remedies Exercise Any Secured Creditor Remedies (including setoffsetoff or recoupment) with respect to any Common Collateral in respect of ABL Priority Collateral, or exercise any applicable Second-Priority Claimsright under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common ABL Priority Collateral by the Intercreditor ABL Agent or any Senior ABL Lender in respect of the Senior Lender ABL Priority Claims, the exercise of any right by the Intercreditor ABL Agent or any Senior ABL Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender ABL Priority Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority a Term Loan Agent or any Second-Priority Secured Party Term Loan Lender either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common ABL Priority Collateral under the Senior Lender ABL Loan Documents or otherwise in respect of Senior Lender ABL Priority Claims, or (z) object to the forbearance by the Senior ABL Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise Exercise of any rights or remedies Any Secured Creditor Remedies relating to the Common ABL Priority Collateral in respect of Senior Lender ABL Priority Claims and (ii) except as otherwise provided herein, the Intercreditor ABL Agent and the Senior ABL Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common ABL Priority Collateral without any consultation with or the consent of any Second-Priority Term Loan Agent or any Second-Priority Secured PartyTerm Loan Lender; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority a Term Loan Agent may file a proof of claim or statement of interest with respect to the applicable Second-Priority Term Loan Claims and (B) each Second-Priority a Term Loan Agent may take any action (not adverse to the prior Liens on the Common ABL Priority Collateral securing the Senior Lender ABL Priority Claims, or the rights of the Intercreditor ABL Agent or the Senior ABL Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common ABL Priority Collateral; provided, further, that a Term Loan Agent or any Term Loan Lender may exercise any or all of such rights, powers, or remedies after a period of at least 180 days has elapsed since the later of: (i) the date on which a Term Loan Agent declared the existence of an “Event of Default” under the applicable Term Loan Documents, accelerated (to the extent such amount was not already due and owing) the payment of the principal amount of all Obligations under the applicable Term Loan Documents, and demanded payment thereof and (ii) the date on which the ABL Agent has received notice thereof from such Term Loan Agent; provided, further, however, that neither any Term Loan Agent nor any other Term Loan Lender shall exercise any rights or remedies with respect to the ABL Priority Collateral if, notwithstanding the expiration of such 180-day period, the ABL Agent or the other ABL Lenders (A) shall have commenced, whether before or after the expiration of such 180-day period, and be diligently pursuing the exercise of their rights, powers, or remedies with respect to all or any material portion of the ABL Priority Collateral (prompt written notice of such exercise to be given to the Term Loan Agents), or (B) shall have been stayed by operation of law or any court order from pursuing any such exercise of remedies (the period during which the Term Loan Agents and the Term Loan Lenders may not pursuant to this Section 3.1(a)(ii) exercise any rights, powers, or remedies with respect to the ABL Priority Collateral, the “Term Loan Standstill Period”). In exercising rights and remedies with respect to the Senior Lender ABL Priority Collateral, the Intercreditor ABL Agent and the Senior ABL Lenders may enforce the provisions of the Senior Lender ABL Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common ABL Priority Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Term Loan Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 5.6, (i) neither the ABL Agent nor ABL Lender will (x) Exercise Any Secured Creditor Remedies or seek to Exercise Any Secured Creditor Remedies (including setoff or recoupment) with respect to any Term Loan Priority Collateral, or exercise any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Term Loan Priority Collateral by a Term Loan Agent or any Term Loan Lender in respect of the Term Loan Claims, the exercise of any right by a Term Loan Agent or any Term Loan Lender (or any agent or sub-agent on their behalf) in respect of the Term Loan Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the ABL Agent or any ABL Lender either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Term Loan Priority Collateral under the Term Loan Documents or otherwise in respect of Term Loan Claims, or (z) object to the forbearance by the Term Loan Lenders from bringing or pursuing any foreclosure proceeding or action or any other Exercise of Any Secured Creditor Remedies relating to the Term Loan Priority Collateral in respect of Term Loan Claims and (ii) except as otherwise provided herein, the Term Loan Agents and the Term Loan Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Term Loan Priority Collateral without any consultation with or the consent of the ABL Agent or any ABL Lender; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, the ABL Agent may file a proof of claim or statement of interest with respect to the applicable ABL Priority Claims and (B) the ABL Agent may take any action (not adverse to the prior Liens on the Term Loan Priority Collateral securing the Term Loan Claims, or the rights of the Term Loan Agents or the Term Loan Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Term Loan Priority Collateral; provided, further, that the ABL Agent or any ABL Lender may exercise any or all of such rights, powers, or remedies after a period of at least 180 days has elapsed since the later of: (i) the date on which the ABL Agent declared the existence of an “Event of Default” under the applicable ABL Loan Documents, accelerated (to the extent such amount was not already due and owing) the payment of the principal amount of all ABL Claims under the ABL Credit Agreement, and demanded payment thereof and (ii) the date on which the Term Loan Agents have received notice thereof from the ABL Agent; provided, further, however, that neither the ABL Agent nor any other ABL Lender shall exercise any rights or remedies with respect to the Term Loan Priority Collateral if, notwithstanding the expiration of such 180-day period, the Term Loan Agents or the other Term Loan Lenders (A) shall have commenced, whether before or after the expiration of such 180-day period, and be diligently pursuing the exercise of their rights, powers, or remedies with respect to all or any material portion of the Term Loan Priority Collateral (prompt written notice of such exercise to be given to the ABL Agent), or (B) shall have been stayed by operation of law or any court order from pursuing any such exercise of remedies (the period during which the ABL Agent and the ABL Lenders may not pursuant to this Section 3.1(b)(ii) exercise any rights, powers, or remedies with respect to the ABL Priority Collateral, the “ABL Standstill Period”). In exercising rights and remedies with respect to the Term Loan Priority Collateral, the Term Loan Agents and the Term Loan Lenders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion consistent with the terms of the Term Loan Documents. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Term Loan Priority Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) So long as the Discharge of ABL Priority Claims has not occurred, each Second-Priority Term Loan Agent, on behalf of itself and each applicable Second-Priority Secured PartyTerm Loan Lender, agrees that it will not, in the context of its role as secured creditor, not take or receive any Common ABL Priority Collateral or any proceeds of Common ABL Priority Collateral in connection with the exercise of any right or remedy (including setoffsetoff or recoupment) with respect to any Common Collateral in respect of the applicable Second-ABL Priority ClaimsCollateral. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender ABL Priority Claims has occurred, except as expressly provided in the proviso provisos in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents each Term Loan Agent and the Second-Priority Secured Parties Term Loan Lenders with respect to the Common ABL Priority Collateral is to hold a Lien on the Common ABL Priority Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, Term Loan Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender ABL Priority Claims has occurred. So long as the Discharge of Term Loan Claims has not occurred, the ABL Agent, on behalf of itself and each applicable ABL Lender, agrees that it will not take or receive any Term Loan Priority Collateral or any proceeds of Term Loan Priority Collateral in connection with the exercise of any right or remedy (including setoff or recoupment) with respect to any Term Loan Priority Collateral. Without limiting the generality of the foregoing, unless and until the Discharge of Term Loan Claims has occurred, except as expressly provided in the provisos in clause (ii) of Section 3.1(b), the sole right of the ABL Agent and the ABL Lenders with respect to the Term Loan Priority Collateral is to hold a Lien on the Term Loan Priority Collateral pursuant to the ABL Loan Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Term Loan Claims has occurred. (cd) Subject to the proviso provisos in clause (ii) of Section 3.1(a)) above and Section 5.6, (i) each Second-Priority Term Loan Agent, for itself and on behalf of each applicable Second-Priority Secured PartyTerm Loan Lender, agrees that no Second-Priority Agent or any Second-Priority Secured Party the Term Loan Agents and the Term Loan Lenders will not take any action that would hinder any exercise Exercise of remedies Any Secured Creditor Remedies undertaken by the Intercreditor ABL Agent or the Senior ABL Lenders with respect to the Common ABL Priority Collateral under the Senior ABL Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common ABL Priority Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Term Loan Agent, for itself and on behalf of each applicable Second-Priority Secured PartyTerm Loan Lender, hereby waives any and all rights it or any Second-Priority Secured Party such Term Loan Lender may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor ABL Agent or the Senior ABL Lenders seek to enforce or collect the Senior Lender ABL Priority Claims with respect to the ABL Priority Collateral or the Liens granted in any of the Senior Lender ABL Priority Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor ABL Agent or Senior ABL Lenders is adverse to the interests of the Second-Term Loan Lenders. Subject to the provisos in clause (ii) of Section 3.1(b) above and Section 5.6, (i) the ABL Agent, for itself and on behalf of each applicable ABL Lender, agrees that the ABL Agent and the ABL Lenders will not take any action that would hinder any Exercise of Any Secured Creditor Remedies undertaken by any Term Loan Agent or the Term Loan Lenders with respect to the Term Loan Priority Secured PartiesCollateral under the Term Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Term Loan Priority Collateral, whether by foreclosure or otherwise, and (ii) the ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby waives any and all rights it or any ABL Lender may have as a junior lien creditor or otherwise to object to the manner in which the Term Loan Agents or the Term Loan Lenders seek to enforce or collect the Term Loan Claims with respect to the Term Loan Priority Collateral or the Liens granted in any of the Term Loan Priority Collateral, regardless of whether any action or failure to act by or on behalf of the Term Loan Agents or Term Loan Lenders is adverse to the interests of the Term Loan Lenders. (de) Each Second-Priority Term Loan Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Term Loan Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor ABL Agent or the Senior ABL Lenders with respect to the Senior Lender ABL Priority Collateral as set forth in this Agreement and the Senior Lender ABL Loan Documents. The ABL Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable ABL Loan Document shall be deemed to restrict in any way the rights and remedies of the Term Loan Agents or the Term Loan Lenders with respect to the Term Loan Priority Collateral as set forth in this Agreement and the Term Loan Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, : (i) no the Second-Priority Lien Collateral Agent or any and the other Second-Priority Secured Party will Lien Creditors (x) will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Priority Claims(including, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Agent or any Senior Lender in respect of the Senior Lender Claimswithout limitation, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any the Second-Priority Lien Collateral Agent or any Second-Priority Secured Party either Lien Creditor is a party party) or may have institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights as a third party beneficiaryor remedies with respect to any Shared Collateral (including any action of foreclosure, enforcement, collection or execution), (y) will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any such party, other First-Lien Creditor of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of Senior Lender ClaimsShared Collateral, or and (z) will not object to the forbearance by the Senior Lenders First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims Shared Collateral; and (ii) except as otherwise provided hereinthe First-Lien Collateral Agent shall have the exclusive right, the Intercreditor Agent and the Senior Lenders Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition disposition, or restrictions with respect to the Common Shared Collateral without any consultation with with, or the consent of any of, the Second-Priority Lien Collateral Agent or any other Second-Priority Secured PartyLien Creditor, all as though the Second-Lien Obligations did not exist; provided, however, provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each the Second-Priority Lien Collateral Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and Lien Obligations, (B) each the Second-Priority Lien Collateral Agent may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender ClaimsFirst-Lien Obligations, or the rights of the Intercreditor First-Lien Collateral Agent or the Senior Lenders other First-Lien Creditors to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien onon the Shared Collateral in accordance with the terms of this Agreement and (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the Common disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Shared Collateral, if any, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Shared Collateral, the Intercreditor First-Lien Collateral Agent and the Senior Lenders other First-Lien Creditors may enforce the provisions of the Senior Lender First-Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company a Borrower or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company a Borrower or any other Grantor, each Second-any Second Priority Agent Representative may file a claim, proof of claim or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03 and the Second Priority Debt Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second Priority Debt Parties or the avoidance of any Second Priority Lien to the extent not inconsistent with the terms of this Agreement, (E) any Second Priority Debt Party may vote on any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding that conforms to the terms and conditions of this Agreement, and (F) from and after the Second Priority Enforcement Date, the Designated Second Priority Representative (or a person authorized by it) may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral or (2) the Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding, in each case (A) through (E) above, to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims Obligations has not occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), each Second-Second Priority AgentRepresentative, on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Shared Collateral or any proceeds Proceeds of Common Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Shared Collateral in respect of the applicable Second-Second Priority ClaimsDebt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a3.01(a), the sole right of the Second-Second Priority Agents Representatives and the Second-Second Priority Secured Debt Parties with respect to the Common Shared Collateral is to hold a Lien on the Common Shared Collateral in respect of the applicable Second-Second Priority Claims Debt Obligations pursuant to the Second-Second Priority Documents, as applicable, Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of Senior Lender Claims Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that no Second-neither such Second Priority Agent or Representative nor any Second-such Second Priority Secured Debt Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Party with respect to the Common Shared Collateral under the Senior Loan Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Common Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, hereby waives any and all rights it or any Second-such Second Priority Secured Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims Obligations or the Liens granted in on any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent any Senior Representative or any other Senior Lenders Secured Party is adverse to the interests of the Second-Second Priority Secured Debt Parties. (d) Each Second-Second Priority Agent Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Debt Documents. (e) Until the Discharge of Senior Obligations, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the Designated Senior Representative (or any person authorized by it) shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations, the Designated Second Priority Representative (or any person authorized by it) who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Second Priority Representative (or any person authorized by it) who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Priority Debt Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents; provided, however, that nothing in this Section shall impair the right of any Second Priority Representative or other agent or trustee acting on behalf of the Second Priority Debt Parties to take such actions with respect to the Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Priority Debt Parties or the Second Priority Debt Obligations.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrowers or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoffsetoff or recoupment) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff setoff, recoupment and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrowers or any other Grantor, each Second-any Second Priority Agent Representative may file a claim or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, solely to the extent as provided in Section 5.04, (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03 and (E) from and after the Second Priority Enforcement Date, the Major Second Priority Representative may exercise or seek to exercise any rights or remedies (including setoff and recoupment) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral or (2) the Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So With respect to any Senior Collateral, so long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, (i) no Second-neither any Junior Priority Agent or Representative nor any Second-Junior Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) Secured Creditor Remedies with respect to any Common such Senior Collateral in respect of any applicable Second-Junior Priority ClaimsDebt Obligations secured by such Senior Collateral, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to (A) any foreclosure proceeding or action brought with respect to the Common such Senior Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, (B) the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, beneficiary or (C) any other exercise by any such party, party of any rights and remedies relating to the Common such Senior Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common such Senior Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common such Senior Collateral without any consultation with or the consent of any Second-Junior Priority Agent Representative or any Second-other Junior Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each Second-any Junior Priority Agent Representative may file a claim claim, proof of claim, or statement of interest with respect to the applicable Second-Junior Priority Claims and Debt Obligations under its Junior Priority Debt Facility, (B) each Second-any Junior Priority Agent Representative may take any action (so long as such action is not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the other Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Junior Priority Representative and the Junior Priority Debt Parties may exercise their rights and remedies as unsecured creditors, to the extent provided in Section 5.04, (D) the Junior Priority Debt Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Junior Priority Debt Parties or the avoidance of any Junior Priority Lien to the extent not inconsistent with the terms of this Agreement and (E) the Junior Priority Debt Parties may vote with respect to any Plan of Reorganization in a manner that is consistent with and otherwise in accordance with this Agreement (in each case of (A) through (E) above, solely to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement and it being understood and agreed that that the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after (i) receipt and (ii) the ABL Representative having actual knowledge that such amount constitutes Proceeds of Term Priority Collateral) remitted to the Designated Term Priority Representative). In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion; provided that each of the ABL Representative and the Term Priority Representative agrees to provide to the other (x) a written notice (an “Enforcement Notice”) prior to the commencement of an exercise of any Secured Creditor Remedies and (y) copies of any notices that it is required under Applicable Law to deliver to any Grantor promptly after delivery thereof; provided, further, however, that (I) the ABL Representative’s failure to provide any such copies to the Term Priority Representatives (but not the Enforcement Notice) shall not impair any of the ABL Representative’s rights hereunder or under any of the ABL Debt Documents and (II) the Term Priority Representative’s failure to provide any such copies to the ABL Representative (but not the Enforcement Notice) shall not impair any Term Priority Representative’s rights hereunder or under any of the Term Priority Debt Documents. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Senior Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code UCC of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So With respect to any Senior Collateral, so long as the Discharge of Senior Lender Claims Obligations has not occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a) and in Article VI, each Second-Junior Priority AgentRepresentative, on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that it will not, in the context of its role as a secured creditor, take or receive any Common Senior Collateral or any proceeds Proceeds of Common Senior Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Senior Collateral in respect of the applicable Second-Junior Priority ClaimsDebt Obligations. Without limiting the generality of the foregoing, with respect to any Senior Collateral, unless and until the Discharge of Senior Lender Claims Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a)3.01(a) and in Article VI, the sole right of the Second-Junior Priority Agents Representatives and the Second-Junior Priority Secured Debt Parties with respect to the Common Senior Collateral is to hold a Lien on the Common Senior Collateral in respect of the applicable Second-Junior Priority Claims Debt Obligations pursuant to the Second-Junior Priority Documents, as applicable, Debt Documents for the period set forth, and to the extent granted granted, therein and to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of Senior Lender Claims Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Junior Priority AgentRepresentative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that no Second-neither such Junior Priority Agent or Representative nor any Second-such Junior Priority Secured Debt Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Party with respect to the Common Senior Collateral under the Senior Loan Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Common Senior Collateral, whether by foreclosure or otherwise, and (ii) each Second-Junior Priority AgentRepresentative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby waives any and all rights it or any Second-such Junior Priority Secured Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims Obligations or the Liens granted in on any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent any Senior Representative or any other Senior Lenders Secured Party is adverse to the interests of the Second-Junior Priority Secured Debt Parties. (d) Each Second-Junior Priority Agent Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Junior Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Debt Documents. (e) Subject to Section 3.01(a), with respect to any Senior Collateral, the Designated Senior Representative shall have the exclusive right to exercise any right or remedy with respect to such Senior Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations with respect to any Senior Collateral, the Designated Junior Priority Representative shall have the exclusive right to exercise any right or remedy with respect to such Senior Collateral, and the Designated Junior Priority Representative shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Junior Priority Debt Parties with respect to such Senior Collateral, or of exercising or directing the exercise of any trust or power conferred on the Junior Priority Representatives, or for the taking of any other action authorized by the Junior Priority Collateral Documents; provided, however, that nothing in this Section 3.01(e) shall impair the right of any Junior Priority Representative or other agent or trustee acting on behalf of the Junior Priority Debt Parties to take such actions with respect to the Senior Collateral after the Discharge of Senior Obligations in respect of such Senior Collateral as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Term Priority Debt Parties or the Term Priority Debt Obligations (including the First Lien Intercreditor Agreements and Junior Lien Intercreditor Agreements).

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Parent Borrower or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoffsetoff or recoupment) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent Senior Collateral Agent, any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent Senior Collateral Agent, any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Senior Collateral Agent, any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Collateral Agent, the Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff setoff, recoupment, and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Parent Borrower or any other Grantor, each Second-any Second Priority Agent Representative may file a claim or statement of interest with respect to the applicable Second-Second Priority Claims and (B) each Second-Debt Obligations under its Second Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.Debt Facility,

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-Second Priority Agent or any Second-Second Priority Secured Party will (xw) exercise or seek to exercise any rights or remedies (including setoffsetoff or recoupment) with respect to any Common Collateral or any other security in respect of any applicable Second-Second Priority Claims, or exercise any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (yx) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral or any other collateral by the Intercreditor any First Lien Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor any First Lien Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, management agreement, lease, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Second Priority Agent or any Second-Second Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral or any other collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, (y) commence, or otherwise join in, any involuntary Insolvency or Liquidation Proceeding with respect to any Grantor or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral or any other collateral in respect of Senior Lender Claims (collectively, “Enforcement Actions”) and (ii) except as otherwise provided hereinin the proviso to this clause (ii), the Intercreditor each First Lien Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral and to direct the time, method, and place for exercising such right or remedy or conducting any proceeding with respect thereto, without any consultation with or the consent of any Second-Second Priority Agent or any Second-Second Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Second Priority Agent may file a proof of claim or statement of interest with respect to the applicable Second-Second Priority Claims and Claims, (B) each Second-Second Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor either First Lien Agent or the Senior Lenders to exercise remedies in respect thereof) as necessary in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral, (C) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second Priority Agent may file any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Second Priority Agent or Second Priority Secured Parties, (D) except as provided in clause (i)(y) of this subsection (a), each Second Priority Agent may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Company or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law and (E) each Second Priority Agent and each Second Priority Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Company or any other Grantor, in each case (A) through (E) above, to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor each First Lien Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, not take or receive any Common Collateral or other collateral or any proceeds of Common Collateral or other collateral in connection with the exercise of any right or remedy (including setoffsetoff or recoupment) with respect to any Common Collateral or other collateral in respect of the applicable Second-Second Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Second Priority Agents and the Second-Second Priority Secured Parties with respect to the Common Collateral or any other collateral is to hold a Lien on the Common Collateral or such other collateral in respect of the applicable Second-Second Priority Claims pursuant to the Second-Second Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a)) above, (i) each Second-Second Priority Agent, for itself and on behalf of each applicable Second-Second Priority Secured Party, (i) agrees that no Second-Second Priority Agent or any Second-Second Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor any First Lien Agent or the Senior Lenders with respect to the Common Collateral or any other collateral under the Senior Loan Lender Documents, including any sale, lease, exchange, transfer or other disposition of the Common CollateralCollateral or such other collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Second Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor any First Lien Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor any First Lien Agent or Senior Lenders is adverse to the interests of the Second-Second Priority Secured Parties, and (iii) hereby acknowledges that any Senior Lender may direct the First Lien Designated Agent to take actions to enforce rights or exercise remedies (v) in any manner in its sole discretion in compliance with applicable law, (w) without consultation with or the consent of any Second Priority Secured Parties, (x) regardless of whether or not an Insolvency or Liquidation Proceeding has commenced, (y) regardless of any provision of any Second Priority Debt Documents (other than this Agreement) and (z) regardless of whether or not such exercise is adverse to the interest of any Second Priority Secured Parties. (d) Each Second-Second Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Second Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor any First Lien Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender First Lien Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-Priority neither the Second Lien Agent or nor any Second-Priority Second Lien Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoffsetoff or recoupment) with respect to any Common Collateral in respect of any applicable Second-Priority Second Lien Claims, or exercise any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral Collateral, or any other collateral, by the Intercreditor First Lien Agent or any Senior First Lien Lender in respect of the Senior Lender First Lien Claims, the exercise of any right by the Intercreditor First Lien Agent or any Senior First Lien Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender First Lien Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority the Second Lien Agent or any Second-Priority Second Lien Secured Party Parties either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral Collateral, or any other collateral, under the Senior Lender First Lien Documents or otherwise in respect of Senior Lender First Lien Claims, or (z) object to the forbearance by the Senior First Lien Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral or any other collateral in respect of Senior Lender First Lien Claims and (ii) except as otherwise provided herein, the Intercreditor First Lien Agent and the Senior First Lien Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority the Second Lien Agent or any Second-Priority Second Lien Secured Parties (provided that the First Lien Agent will use its reasonable efforts to advise the Second Lien Agent at reasonable intervals of the status of any lien enforcement actions conducted by the First Lien Agent (provided, however, that the failure of the First Lien Agent to so advise the Second Lien Agent shall not impair or affect the Second Lien Agent’s or any Second Lien Secured Party’s obligations to the First Lien Agent and the First Lien Lenders, the First Lien Agent’s rights hereunder or the enforceability of this Agreement or any Liens created or granted hereby)); provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority the Second Lien Agent may file a proof of claim or statement of interest with respect to the applicable Second-Priority Claims and Second Lien Claims, (B) the Second Lien Agent and the Second Lien Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Secured Parties, including, without limitation, any claims secured by the Common Collateral, if any, in each Second-Priority case, not otherwise in contravention of the terms of this Agreement, (C) the Second Lien Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender First Lien Claims, or the rights of the Intercreditor First Lien Agent or the Senior First Lien Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common CollateralCollateral and (D) subject to Section 3.1(e), the Second Lien Agent and the Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Common Collateral after the termination of the Standstill Period. In exercising rights and remedies with respect to the Senior Lender First Lien Collateral, the Intercreditor First Lien Agent and the Senior First Lien Lenders may enforce the provisions of the Senior Lender First Lien Documents and exercise remedies thereunderthereunder with respect to the Common Collateral, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender First Lien Claims has not occurred, each Second-Priority the Second Lien Agent, on behalf of itself and each applicable Second-Priority Second Lien Secured Party, agrees that it will not, in the context of its role as secured creditor, not take or receive any Common Collateral or any proceeds of Common Collateral in connection with (i) the exercise of any right or remedy (including setoffsetoff or recoupment) or (ii) any Asset Sale or Event of Loss, in each case with respect to any Common Collateral or other collateral in respect of the applicable Second-Priority Second Lien Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender First Lien Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a) and in Section 3.1(e), the sole right of the Second-Priority Agents Second Lien Agent and the Second-Priority Second Lien Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Second Lien Claims pursuant to the Second-Priority Second Lien Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender First Lien Claims has occurred. (c) Subject to the final proviso in clause (ii) of Section 3.1(a)) above and the proviso in Section 3.1(e) below, (i) each Second-Priority the Second Lien Agent, for itself and on behalf of each applicable Second-Priority Second Lien Secured Party, agrees that no Second-Priority neither the Second Lien Agent or nor any Second-Priority Second Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor First Lien Agent or the Senior First Lien Lenders with respect to the Common Collateral or any other collateral under the Senior Loan First Lien Documents, including any sale, lease, exchange, transfer or other disposition of the Common CollateralCollateral or such other collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority the Second Lien Agent, for itself and on behalf of each applicable Second-Priority Second Lien Secured Party, hereby waives any and all rights it or any Second-Priority Second Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor First Lien Agent or the Senior First Lien Lenders seek to enforce or collect the Senior Lender First Lien Claims or the Liens granted in any of the Senior Lender First Lien Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor First Lien Agent or Senior First Lien Lenders is adverse to the interests of the Second-Priority Second Lien Secured Parties. (d) Each Second-Priority The Second Lien Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Second Lien Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor First Lien Agent or the Senior First Lien Lenders with respect to the Senior Lender First Lien Collateral as set forth in this Agreement and the Senior Lender First Lien Documents. (e) Each party hereto agrees that, after a period of 150 days has elapsed since the date on which the Second Lien Agent has delivered to the First Lien Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Lien Indenture (the “Standstill Period”), the Second Lien Agent may (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Common Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Agent or any Second Lien Secured Party is a party) or (B) commence or join with any person (other than the First Lien Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Agent or any Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Common Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Agent or any First Lien Lender shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to all or any material portion of the Common Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Lien Agent by the First Lien Agent).

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, : (i) no Second-Priority the Second Lien Collateral Agent or any Second-Priority Secured Party will and the Second Lien Claimholders (x) will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in respect (including, without limitation, the exercise of any applicable Second-Priority Claimsright under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, however, that the Second Lien Collateral Agent may exercise any or all such rights after the passage of a period of 180 days from the date of delivery of a notice in writing to the First Lien Collateral Agent of its intention to exercise its right to take such actions (the "STANDSTILL PERIOD"); provided, further, however, notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Collateral Agent or any First Lien Claimholder shall have commenced the exercise of any rights or remedies with respect the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agent), (y) will not contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor First Lien Collateral Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent or any Second-Priority Secured Party either is a party or may have rights as a third party beneficiary, First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any such partyFirst Lien Claimholder, of any rights and remedies relating to the Common Collateral under the Senior Lender First Lien Credit Documents or otherwise in respect of Senior Lender Claimsotherwise, or and (z) subject to its rights under clause (i)(x) above, will not object to the forbearance by the Senior Lenders First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral Collateral, in respect each case so long as the respective interests of Senior Lender Claims the Second Lien Claimholders attach to the proceeds thereof subject to the relative priorities described in Section 2 hereof and (ii) except as otherwise provided herein, the Intercreditor First Lien Collateral Agent and the Senior Lenders First Lien Claimholders shall have the exclusive right to enforce rights, exercise remedies (including setoff set-off and the right to credit bid their debt) and make determinations regarding the release, disposition disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority the Second Lien Collateral Agent or any Second-Priority Secured PartySecond Lien Claimholder; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority the Second Lien Collateral Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and Second Lien Obligations, (B) each Second-Priority the Second Lien Collateral Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender ClaimsFirst Lien Obligations, or the rights of the Intercreditor any First Lien Collateral Agent or the Senior Lenders First Lien Claimholders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect its Lien on the Collateral, (but not enforceC) the Second Lien Claimholders shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including without limitation any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement (D) the Second Lien Claimholders shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either the Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement, (E) the Second Lien Claimholders shall be entitled to file any proof of claim and other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral and (F) the Second Lien Collateral Agent or any Second Lien Claimholder may exercise any of its rights in, and perfection and priority or remedies with respect to the Collateral after the termination of its Lien on, the Common CollateralStandstill Period to the extent permitted by clause (i)(x) above. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor First Lien Collateral Agent and the Senior Lenders First Lien Claimholders may enforce the provisions of the Senior Lender First Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender ABL Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 5.6, (i) no Second-Priority Term/Note Agent or any Second-Priority Secured Party Term/Note Holder will (x) exercise Exercise Any Secured Creditor Remedies or seek to exercise any rights or remedies Exercise Any Secured Creditor Remedies (including setoff, recoupment or the right to credit bid debt, if any) with respect to any Common Collateral in respect of ABL Priority Collateral, or exercise any applicable Second-Priority Claimsright under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure or enforcement proceeding or action brought with respect to the Common ABL Priority Collateral by the Intercreditor an ABL Agent or any Senior ABL Lender in respect of the Senior Lender ABL Claims, the exercise of any right by the Intercreditor an ABL Agent or any Senior ABL Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender ABL Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority a Term/Note Agent or any Second-Priority Secured Party Term/Note Holder either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common ABL Priority Collateral under the Senior Lender ABL Loan Documents or otherwise in respect of Senior Lender ABL Claims, or (z) object to any waiver or the forbearance by the Senior ABL Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise Exercise of any rights or remedies Any Secured Creditor Remedies relating to the Common ABL Priority Collateral or any other collateral in respect of Senior Lender ABL Claims and (ii) except as otherwise provided herein, the Intercreditor Agent ABL Agents and the Senior ABL Lenders shall have the exclusive right (as between any ABL Agent and any ABL Lender, on the one hand, and any Term/Note Agent and any Term/Note Holder, on the other hand) to enforce rights, exercise remedies (including setoff setoff, recoupment and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common ABL Priority Collateral without any consultation with or the consent of any Second-Priority Term/Note Agent or any Second-Priority Secured PartyTerm/Note Holder; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority a Term/Note Agent may file a proof of claim or statement of interest with respect to the applicable Second-Priority Term/Note Claims and (B) each Second-Priority a Term/Note Agent may take any action (not adverse to the prior Liens on the Common ABL Priority Collateral securing the Senior Lender ABL Claims, or the rights of the Intercreditor Agent ABL Agents or the Senior ABL Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common ABL Priority Collateral; provided, further, that any Term/Note Agent or any Term/Note Holder may exercise any or all of such rights, powers, or remedies after a period of at least 180 days has elapsed since the later of: (I) the date on which a Term/Note Agent declared the existence of an “Event of Default” under the applicable Term/Note Documents, accelerated (to the extent such amount was not already due and owing) the payment of the principal amount of all Term/Note Claims, and demanded payment thereof and (II) the date on which each of the ABL Agents has received notice thereof from such Term/Note Agent; provided, further, however, that neither any Term/Note Agent nor any other Term/Note Holder shall exercise any rights or remedies with respect to the ABL Priority Collateral if, notwithstanding the expiration of such 180-day period, any ABL Agent or any ABL Lender (A) shall have commenced, whether before or after the expiration of such 180-day period, and be diligently pursuing the exercise of their rights, powers, or remedies with respect to all or any material portion of the ABL Priority Collateral (prompt written notice of such exercise to be given to the Term/Note Agents), or (B) shall have been stayed by operation of law or any court order from pursuing any such exercise of remedies. In exercising rights and remedies with respect to the Senior Lender ABL Priority Collateral, the Intercreditor Agent ABL Agents and the Senior ABL Lenders may enforce the provisions of the Senior Lender ABL Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretiondetermine. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common ABL Priority Collateral or other collateral upon foreclosure, to credit bid for such ABL Priority Collateral, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Term/Note Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 5.6, (i) no ABL Agent or ABL Lender will (x) Exercise Any Secured Creditor Remedies or seek to Exercise Any Secured Creditor Remedies (including setoff, recoupment or the right to credit bid, if any) with respect to any Term/Note Priority Collateral, or exercise any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure or enforcement proceeding or action brought with respect to the Term/Note Priority Collateral by a Term/Note Agent or any Term/Note Holder in respect of the Term/Note Claims, the exercise of any right by a Term/Note Agent or any Term/Note Holder (or any agent or sub-agent on their behalf) in respect of the Term/Note Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which an ABL Agent or any ABL Lender either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Term/Note Priority Collateral under the Term/Note Documents or otherwise in respect of Term/Note Claims, or (z) object to any waiver or the forbearance by the Term/Note Holders from bringing or pursuing any foreclosure proceeding or action or any other Exercise of Any Secured Creditor Remedies relating to the Term/Note Priority Collateral or any other collateral in respect of Term/Note Claims and (ii) except as otherwise provided herein, the Term/Note Agents and the Term/Note Holders shall have the exclusive right (as between any Term/Note Agent and the Term/Note Holders, on the one hand, and any ABL Agent and any ABL Lender, on the other hand) to enforce rights, exercise remedies (including setoff, recoupment and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Term/Note Priority Collateral without any consultation with or the consent of any ABL Agent or any ABL Lender; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, an ABL Agent may file a proof of claim or statement of interest with respect to the applicable ABL Claims and (B) an ABL Agent may take any action (not adverse to the prior Liens on the Term/Note Priority Collateral securing the Term/Note Claims, or the rights of the Term/Note Agents or the Term/Note Holders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Term/Note Priority Collateral; provided, further, that an ABL Agent or any ABL Lender may exercise any or all of such rights, powers, or remedies after a period of at least 180 days has elapsed since the later of: (I) the date on which an ABL Agent declared the existence of an “Event of Default” under the applicable ABL Loan Documents, accelerated (to the extent such amount was not already due and owing) the payment of the principal amount of all ABL Claims, and demanded payment thereof and (II) the date on which each of the Term/Note Agents have received notice thereof from such ABL Agent; provided, further, however, that neither any ABL Agent nor any other ABL Lender shall exercise any rights or remedies with respect to the Term/Note Priority Collateral if, notwithstanding the expiration of such 180-day period, any Term/Note Agent or any Term/Note Holder (A) shall have commenced, whether before or after the expiration of such 180-day period, and be diligently pursuing the exercise of their rights, powers, or remedies with respect to all or any material portion of the Term/Note Priority Collateral (prompt written notice of such exercise to be given to the ABL Agents), or (B) shall have been stayed by operation of law or any court order from pursuing any such exercise of remedies. In exercising rights and remedies with respect to the Term/Note Priority Collateral, the Term/Note Agents and the Term/Note Holders may enforce the provisions of the Term/Note Documents and exercise remedies thereunder, 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 them to sell or otherwise dispose of Term/Note Priority Collateral or other collateral upon foreclosure, to credit bid for such Term/Note Priority Collateral, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) So long as the Discharge of ABL Claims has not occurred, each Second-Priority Term/Note Agent, on behalf of itself and each applicable Second-Priority Secured PartyTerm/Note Holder, agrees that it will not, in the context of its role as secured creditor, not take or receive any Common ABL Priority Collateral or any proceeds of Common ABL Priority Collateral in connection with the exercise of any right or remedy (including setoffsetoff or recoupment) with respect to any Common Collateral in respect of the applicable Second-ABL Priority ClaimsCollateral. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender ABL Claims has occurred, except as expressly provided in the proviso provisos in clause (ii) of Section 3.1(a), the sole right of (as between any ABL Agent and any ABL Lender, on the Second-Priority Agents one hand, and any Term/Note Agent and the Second-Priority Secured Parties Term/Note Holders, on the other hand) of each Term/Note Agent and the Term/Note Holders with respect to the Common ABL Priority Collateral is to hold a Lien on the Common ABL Priority Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, Term/Note Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender ABL Claims has occurred. (cd) So long as the Discharge of Term/Note Claims has not occurred, each ABL Agent, on behalf of itself and each applicable ABL Lender agrees that it will not take or receive any Term/Note Priority Collateral or any proceeds of Term/Note Priority Collateral in connection with the exercise of any right or remedy (including setoff or recoupment) with respect to any Term/Note Priority Collateral. Without limiting the generality of the foregoing, unless and until the Discharge of Term/Note Claims has occurred, except as expressly provided in the provisos in clause (ii) of Section 3.1(b), the sole right (as between any Term/Note Agent and the Term/Note Holders, on the one hand, and any ABL Agent and any ABL Lender, on the other hand) of each ABL Agent and the ABL Lenders with respect to the Term/Note Priority Collateral is to hold a Lien on the Term/Note Priority Collateral pursuant to the ABL Loan Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Term/Note Claims has occurred. (e) Subject to the proviso provisos in clause (ii) of Section 3.1(a)) above and Section 5.6, (i) each Second-Priority Term/Note Agent, for itself and on behalf of each applicable Second-Priority Secured PartyTerm/Note Holder, agrees that no Second-Priority Agent or any Second-Priority Secured Party the Term/Note Agents and the Term/Note Holders will not take any action that would hinder any exercise Exercise of remedies Any Secured Creditor Remedies undertaken by the Intercreditor any ABL Agent or the Senior ABL Lenders with respect to the Common ABL Priority Collateral under the Senior ABL Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common ABL Priority Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Term/Note Agent, for itself and on behalf of each applicable Second-Priority Secured PartyTerm/Note Holder, hereby waives any and all rights it or any Second-Priority Secured Party such Term/Note Holder may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent ABL Agents or the Senior ABL Lenders seek to enforce or collect the Senior Lender ABL Claims with respect to the ABL Priority Collateral or the Liens granted in any of the Senior Lender ABL Priority Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent ABL Agents or Senior ABL Lenders is adverse to the interests of the Second-Priority Secured PartiesTerm/Note Holders. (df) Subject to the provisos in clause (ii) of Section 3.1(b) above and Section 5.6, (i) each ABL Agent, for itself and on behalf of each applicable ABL Lender, agrees that the ABL Agents and the ABL Lenders will not take any action that would hinder any Exercise of Any Secured Creditor Remedies undertaken by any Term/Note Agent or the Term/Note Holders with respect to the Term/Note Priority Collateral under the Term/Note Documents, including any sale, lease, exchange, transfer or other disposition of the Term/Note Priority Collateral, whether by foreclosure or otherwise, and (ii) each ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby waives any and all rights it or any ABL Lender may have as a junior lien creditor or otherwise to object to the manner in which the Term/Note Agents or the Term/Note Holders seek to enforce or collect the Term/Note Claims with respect to the Term/Note Priority Collateral or the Liens granted in any of the Term/Note Priority Collateral, regardless of whether any action or failure to act by or on behalf of the Term/Note Agents or Term/Note Holders is adverse to the interests of the ABL Lenders. (g) Each Second-Priority Term/Note Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Term/Note Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent ABL Agents or the Senior ABL Lenders with respect to the Senior Lender ABL Priority Collateral as set forth in this Agreement and the Senior Lender ABL Loan Documents. (h) Each ABL Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable ABL Loan Document shall be deemed to restrict in any way the rights and remedies of the Term/Note Agents or the Term/Note Holders with respect to the Term/Note Priority Collateral as set forth in this Agreement and the Term/Note Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoffsetoff or recoupment) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter letter, if applicable, or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations, and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff or recoupment and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that any Second Priority Representative or any Second Priority Debt Party may exercise any or all such rights after the passage of a period of 120 days from the date of delivery of a notice in writing to the Designated Senior Representative of such Second Priority Representative’s or Second Priority Debt Party’s intention to exercise its right to take such actions, which notice shall specify that an “Event of Default” as defined in the applicable Second Priority Debt Documents has occurred and, as a result of such “Event of Default”, the principal and interest under such Second Priority Debt Documents have become due and payable (whether as a result of acceleration or otherwise) (the “Second Priority Standstill Period”) unless a Senior Representative has commenced and is diligently pursuing remedies with respect to any material portion of the Shared Collateral (or such exercise of remedies is stayed by applicable law or by any proceeding or any Grantor is then the subject of any Insolvency or Liquidation Proceeding); provided, further, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-any Second Priority Agent Representative may file a claim claim, proof of claim, or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Second Priority Representative and the Second Priority Debt Parties may exercise their rights and remedies as unsecured creditors, to the extent as provided in Section 5.05, (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03, (E) any Second Priority Representative and any Second Priority Debt Party may file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person objecting to or otherwise seeking the disallowance that is not permitted by this Agreement of the claims or Liens of any Second Priority Debt Party, including any claims secured by the Shared Collateral, (F) any Second Priority Representative and any Second Priority Debt Party may vote on any plan of reorganization or similar dispositive restructuring plan in a manner that is consistent with, and not in violation of, this Agreement (including Section 6.05(b)), with respect to the Second Priority Debt Obligations and the Shared Collateral, (G) any Second Priority Representative and any Second Priority Debt Party may join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Shared Collateral initiated by the Designated Senior Representative or any other Senior Secured Party to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the exercise of remedies by the Designated Senior Representative or such other Senior Secured Party (it being understood that neither Designated Second Priority Representative nor any other Second Priority Debt Party shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein), and (H) any Second Priority Representative and any Second Priority Debt Party may exercise any remedies after the termination of the Second Priority Standstill Period if and to the extent specifically permitted by this Section 3.01(a), in each case (A) through (H) above to the extent such action is not inconsistent with the terms of this Agreement. Any recovery by any Second Priority Debt Party pursuant to the preceding clause (H) shall be subject to the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims Obligations has not occurred, each Second-Second Priority AgentRepresentative, on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will not, in the context of its role as secured creditora Second Priority Debt Party, take or receive any Common Shared Collateral or any proceeds Proceeds of Common Shared Collateral in connection with the exercise of any right or remedy (including setoffsetoff or recoupment) with respect to any Common Shared Collateral in respect of the applicable Second-Second Priority ClaimsDebt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims Obligations has occurred, except as expressly provided in the proviso provisos in clause (iiSection 3.01(a) of Section 3.1(a)and Sections 6.01 and 6.03, the sole right of the Second-Second Priority Agents Representatives and the Second-Second Priority Secured Debt Parties with respect to the Common Shared Collateral is to hold a Lien on the Common Shared Collateral in respect of the applicable Second-Second Priority Claims Debt Obligations pursuant to the Second-Second Priority Documents, as applicable, Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of Senior Lender Claims Obligations has occurred. (c) Subject to the each proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that no Second-neither such Second Priority Agent or Representative nor any Second-such Second Priority Secured Debt Party will take any action that that, notwithstanding the expiration of the Second Priority Standstill Period, would hinder hinder, delay or interfere with any exercise of remedies undertaken by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Party with respect to the Common Shared Collateral under the Senior Loan Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Common Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, hereby waives any and all rights it or any Second-such Second Priority Secured Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims Obligations or the Liens granted in on any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent any Senior Representative or any other Senior Lenders Secured Party is adverse to the interests of the Second-Second Priority Secured Debt Parties. (d) Each Second-Second Priority Agent Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Debt Documents. (e) Until the Discharge of Senior Obligations, the Designated Senior Representative (or any Person authorized by it) shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto; provided, however, that the Second Priority Representative and the Second Priority Debt Parties may exercise any of their rights or remedies with respect to the Shared Collateral to the extent permitted by the provisos in Section 3.01(a) and Sections 6.01 and 6.03. Following the Discharge of Senior Obligations, the Designated Second Priority Representative (or any Person authorized by it) shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Second Priority Representative (or any Person authorized by it) shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Priority Debt Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents; provided, that nothing in this Section shall impair the ability of the Second Priority Representative and the Second Priority Debt Parties to exercise any of their rights or remedies with respect to the Shared Collateral to the extent permitted by the provisos in Section 3.01(a) or Sections 6.01 and 6.03; provided, further that nothing in this Section shall impair the right of any Second Priority Representative or other agent or trustee acting on behalf of the Second Priority Debt Parties to take such actions with respect to the Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Priority Debt Parties or the Second Priority Debt Obligations.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding Event has been commenced by or against the Company or any other Grantoroccurred, (i) no Second-Priority Agent or any Second-Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral Security Property in respect of any applicable Second-Priority Claims, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral Security Property by the Intercreditor Agent or any Senior Lender Secured Party in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor Agent or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent or any Second-Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral Security Property under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral Security Property in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor Agent and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral Security Property without any consultation with or the consent of any Second-Priority Agent or any Second-Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and (B) each Second-Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral Security Property securing the Senior Lender Claims, or the rights of the Intercreditor Agent or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common CollateralSecurity Property. In exercising rights and remedies with respect to the Senior Lender CollateralSecurity Property, the Intercreditor Agent and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretiondetermine. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral Security Property upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code applicable law of any applicable jurisdiction and of a secured creditor under any Bankruptcy Laws of any applicable jurisdictionLaw. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral Security Property or any proceeds of Common Collateral Security Property in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral Security Property in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral Security Property is to hold a Lien on the Common Collateral Security Property in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders Secured Parties with respect to the Common Collateral Security Property under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common CollateralSecurity Property, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender CollateralSecurity Property, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders Secured Parties is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent Agent, for itself and on behalf of each Second-Priority Secured Party, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral Security Property as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Creditor Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, (i) no Second-Second Priority Agent or any Second-Second Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoffsetoff or recoupment) with respect to any Common Collateral in respect of any applicable Second-Second Priority Claims, or exercise any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure)) with respect to any Common Collateral, (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor any First Lien Agent or any Senior Lender Creditor in respect of the Senior Lender Creditor Claims, the exercise of any right by the Intercreditor any First Lien Agent or any Senior Lender Creditor (or any agent or sub-agent on their behalf) in respect of the Senior Lender Creditor Claims under any lockbox agreement, control agreement, management agreement, lease, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Second Priority Agent or any Second-Second Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Creditor Documents or otherwise in respect of Senior Lender Claims, Creditor Claims or (z) object to the forbearance by the Senior Lenders Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Creditor Claims and (ii) except as otherwise provided herein, the Intercreditor each First Lien Agent and the Senior Lenders Creditors shall have the exclusive right to enforce rights, exercise remedies (including setoff setoff, recoupment, and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral and to direct the time, method, and place for exercising such right or remedy or conducting any proceeding with respect thereto, without any consultation with or the consent of any Second-Second Priority Agent or any Second-Second Priority Secured Party; provided, however, that (A) any Second Priority Agent and the Second Priority Secured Parties represented by it may exercise any or all such rights after the passage of a period of 180 days from the occurrence of both (i) an Event of Default (under and as defined in the applicable Second Priority Documents) (or the Equivalent Provision thereof) and (ii) the date of delivery of a notice in writing to each First Lien Agent of such Second Priority Agent’s or Second Priority Secured Party’s intention to exercise its right to take such actions which notice shall specify that an “Event of Default” as defined in the applicable Second Priority Documents (or the Equivalent Provision thereof) has occurred and as a result of such “Event of Default” (or the Equivalent Provision thereof), the principal and interest under such Second Priority Documents have become due and payable (whether as a result of acceleration thereof or otherwise) (the “Second Priority Standstill Period”) unless (i) a First Lien Agent has commenced and is diligently pursuing remedies with respect to any material portion of the Common Collateral (or such attempt is stayed by an Insolvency or Liquidation Proceeding), (ii) the Grantor that has granted a security interest in such Common Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding or (iii) the acceleration of the applicable Second Priority Claims is rescinded in accordance with the terms of the applicable Second Priority Documents and (B) (1) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each Second-Second Priority Agent may file a proof of claim or statement of interest with respect to the applicable Second-Second Priority Claims and Claims, (B2) each Second-Second Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Creditor Claims, or the rights of the Intercreditor either First Lien Agent or the Senior Lenders Creditors to exercise remedies in respect thereof) as necessary in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral, (3) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, each Second Priority Agent may file any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Second Priority Agent or Second Priority Secured Party, (4) each Second Priority Agent may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Borrower or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law and (5) each Second Priority Agent and each Second Priority Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Borrower or any other Grantor, in each case (B)(1) through (5) above to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with or otherwise in contravention of, the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Creditor Collateral, the Intercreditor each First Lien Agent and the Senior Lenders Creditors may enforce the provisions of the Senior Lender Creditor Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Creditor Claims has not occurred, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, agrees that that, except as expressly provided in the proviso to the first sentence of Section 3.1(a), it will not, in the context of its role as secured creditor, not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoffsetoff or recoupment) with respect to any Common Collateral in respect of the applicable Second-Second Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Creditor Claims has occurred, except as expressly provided in the proviso in clause (ii) to the first sentence of Section 3.1(a), the sole right of the Second-Second Priority Agents and the Second-Second Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Second Priority Claims pursuant to the Second-Second Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Creditor Claims has occurred. (c) Subject to the proviso in clause (ii) the first sentence of Section 3.1(a)) above, (i) each Second-Second Priority Agent, for itself and on behalf of each applicable Second-Second Priority Secured Party, agrees that no Second-Second Priority Agent or any Second-other Second Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor any First Lien Agent or the Senior Lenders Creditors with respect to the Common Collateral under the Senior Loan Creditor Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Second Priority Agent, for itself and on behalf of each applicable Second-Second Priority Secured Party, hereby waives any and all rights it or any Second-Second Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor any First Lien Agent or the Senior Lenders Creditors seek to enforce or collect the Senior Lender Creditor Claims or the Liens granted in any of the Senior Lender Creditor Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor any First Lien Agent or Senior Lenders Creditors is adverse to the interests of the Second-Second Priority Secured Parties, and (iii) each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby acknowledges that any Senior Creditor may direct the First Priority Designated Agent or the First Priority Collateral Agent (or direct the First Priority Designated Agent to direct the First Priority Collateral Agent) to take actions to enforce rights or exercise remedies (v) in any manner in its sole discretion in compliance with applicable law, (w) without consultation with or the consent of any Second Priority Secured Parties, (x) regardless of whether or not an Insolvency or Liquidation Proceeding has commenced, (y) regardless of any provision of any Second Priority Documents (other than this Agreement) and (z) regardless of whether or not such exercise is adverse to the interest of any Second Priority Secured Parties. (d) Each Second-Second Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Second Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor any First Lien Agent or the Senior Lenders Creditors with respect to the Senior Lender Creditor Collateral as set forth in this Agreement and the Senior Lender Creditor Documents.

Exercise of Remedies. (a) So long as Until the Discharge of Senior Lender Claims Project Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Owner or any other GrantorOwner Party, Purchaser: (i) no Second-Priority Agent or any Second-Priority Secured Party will (x) not exercise or seek to exercise any rights or remedies (including setoffsetoff and credit bid) under the Purchaser’s Security Documents or the Junior Liens with respect to any Common Collateral in respect of any applicable Second-Priority Claims, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosureforeclosure or any Proceeding); provided, that Purchaser may exercise any or all such rights or remedies after a period of at least one hundred eighty (y180) days has elapsed (such one hundred eighty (180)-day period, the “Standstill Period”) since the date on which Purchaser has notified the Financing Parties that Purchaser is permitted to enforce any or all of its rights and remedies under the Purchaser’s Security Documents in accordance with Section 15.4(e) of the Agreement, if the Owner Default giving rise to such rights or remedies shall then be continuing; provided, further, that, notwithstanding anything herein to the contrary, in no event shall Purchaser exercise any rights or remedies under the Purchaser Security Documents or the Junior Liens with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the Financing Parties shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given by the Financing Parties to Purchaser). (ii) will not contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent or any Second-Priority Secured a Financing Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, a Financing Party of any rights and remedies relating to the Common Collateral under the Senior Lender Loan Documents or otherwise in respect of the Senior Lender ClaimsLiens consistent with the Subordination Agreement, or the Agreement and Applicable Law; and (ziii) will not object to the forbearance by the Senior Lenders a Financing Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral Senior Liens or the Collateral, in respect of Senior Lender Claims and (ii) except each case, so long as otherwise provided herein, the Intercreditor Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect Junior Liens attach to the Common Collateral without any consultation with or proceeds thereof, subject to the consent of any Second-Priority Agent or any Second-Priority Secured Party; providedrelative priorities described in Paragraph 2. (b) Notwithstanding the foregoing, however, that Purchaser may: (Ai) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and TSA Obligations; provided, that a Proceeding has been commenced by or against Owner; (Bii) each Second-Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing priority status of the Senior Lender ClaimsLiens, or the rights of the Intercreditor Agent or the Senior Lenders any Financing Party to exercise remedies in respect thereofthereof as provided in the Subordination Agreement) in order to create, prove, perfect, preserve or protect the Junior Liens; (but not enforceiii) its rights infile any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance or avoidance of the claims of Purchaser or of the Junior Liens, including any claims secured by the Collateral, if any, in each case in accordance with the terms of the Subordination Agreement; and (iv) vote on any plan of reorganization, file any proof of claim, make other filings and perfection make any arguments and priority motions that are, in each case, in accordance with the terms of its Lien onthe Subordination Agreement, the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent TSA Obligations and the Senior Lenders may enforce Collateral; provided, that Purchaser shall not (A) vote against any plan of reorganization supported by the provisions Financing Parties unless Purchaser’s negative vote as a general unsecured creditor in a class of the Senior Lender Documents and exercise remedies thereunder, all claims that includes other general unsecured creditors (assuming that its full claim were voted as a general unsecured claim) would be sufficient to result in such order and class voting to not accept such plan of reorganization, or (B) vote in favor of, or otherwise support, a plan of reorganization not supported by the Financing Parties unless Purchaser’s affirmative vote as a general unsecured creditor in a class of claims that includes other general unsecured creditors (assuming that its full claim were voted as a general unsecured claim) would be sufficient to result in such manner as they may determine in the exercise class voting to accept such plan of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurredreorganization. (c) Subject to the proviso in clause Paragraphs 4(a) and (iib) of Section 3.1(a), and Paragraph 10.4(b): (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, Purchaser agrees that no Second-Priority Agent or any Second-Priority Secured Party it will not take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Loan Documents or Senior Loan DocumentsLiens or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and ; (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, Purchaser hereby waives any and all rights it may have as a junior lien creditor or otherwise to notice of any Second-Priority Secured Party action by the Financing Parties seeking to enforce or collect the Project Debt Obligations or the Senior Liens granted in any of the Collateral undertaken in accordance with the Subordination Agreement, regardless of whether or not any action or failure to act by or on behalf of the Financing Parties is adverse to the interests of Purchaser; (iii) Purchaser hereby waives any and all rights it may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders Financing Parties seek to enforce or collect the Senior Lender Claims Project Debt Obligations or the Senior Liens granted in any of the Senior Lender CollateralCollateral undertaken in accordance with the Subordination Agreement, regardless of whether or not any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders Financing Parties is adverse to the interests of the Second-Priority Secured Parties.Purchaser; and (div) Each Second-Priority Agent Purchaser hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document the Purchaser’s Security Documents shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders Financing Parties with respect to the Senior Lender Collateral as set forth in this the Subordination Agreement and the Senior Lender Loan Documents. (d) Anything to the contrary in the Subordination Agreement notwithstanding, and both before and during any Proceeding, except as specifically prohibited by Paragraphs 4(a)(i) and 4(c), Purchaser may take any actions and exercise any and all rights and remedies that would be available to a holder of unsecured claims against Owner in accordance with the Agreement and Applicable Law.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-Priority the Term Loan Collateral Agent or any Second-Priority and each Term Loan Secured Party will (x) from the date hereof until the occurrence of the Term Loan Enforcement Date will not exercise or seek to exercise any rights or remedies (including including, but not limited to, setoff, recoupment, and the right to credit bid debt, if any) with respect to any Common Collateral in respect of any applicable Second-Priority ClaimsTerm Loan Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) will not contest, protest or otherwise object to any foreclosure or enforcement proceeding or action brought with respect to the Common Collateral by the Intercreditor ABL Collateral Agent or any Senior Lender ABL Secured Party in respect of the Senior Lender ClaimsABL Obligations, the exercise of any right by the Intercreditor ABL Collateral Agent or any Senior Lender ABL Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Common Collateral under any lockbox control agreement, control lockbox agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority the Term Loan Collateral Agent or any Second-Priority Term Loan Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies as a secured party relating to the Common Collateral under the Senior Lender ABL Documents or otherwise in respect of Senior Lender Claimsthe ABL Obligations, or and (z) will not object to the any waiver or forbearance by the Senior Lenders ABL Secured Parties from or in respect of bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims ABL Obligations and (ii) except as otherwise provided herein, the Intercreditor ABL Collateral Agent and the Senior Lenders ABL Secured Parties shall have the sole and exclusive right to enforce rights, exercise remedies (including setoff including, but not limited to, setoff, recoupment, and the any right to credit bid their debt) ), marshal, process and make determinations regarding the release, disposition or restrictions restrictions, or waiver or forbearance of rights or remedies with respect to the Common Collateral without any consultation with or the consent of any Second-Priority the Term Loan Collateral Agent or any Second-Priority Term Loan Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority the Term Loan Collateral Agent may file a proof of claim or statement of interest with respect to the applicable Second-Priority Claims and Term Loan Obligations, (B) each Second-Priority the Term Loan Collateral Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender ClaimsABL Obligations, or the rights of the Intercreditor ABL Collateral Agent or the Senior Lenders ABL Secured Parties to exercise remedies in respect thereof) ), including sending such notices of the existence of, or any evidence or confirmation of, the Term Loan Obligations or the Liens of Term Loan Collateral Agent in the Common Collateral to any court or governmental agency, or file or record any such notice or evidence, in order to create, prove, perfectpreserve, preserve or protect (but not enforce) its rights in, and including the perfection and priority of its any Lien on, the Common Collateral, (C) the Term Loan Secured Parties shall be entitled to file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Term Loan Secured Parties, including without limitation any claims secured by the Common Collateral, if any, in each case if not otherwise in contravention of the terms of this Agreement, (D) the Term Loan Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either the applicable Bankruptcy Law or applicable non-bankruptcy law, in each case if not otherwise in contravention of the terms of this Agreement, or as may otherwise be consented to by the ABL Collateral Agent, (E) the Term Loan Collateral Agent or any Term Loan Secured Party shall be entitled to vote on any Plan of Reorganization, in a manner and to the extent consistent with the provisions hereof, and (F) the Term Loan Collateral Agent or any Term Loan Secured Party may exercise any of its rights or remedies with respect to (1) the Common Collateral upon the occurrence and during the effective continuation of the Term Loan Enforcement Date and (2) with respect to the Non-Common Collateral, at any time, including, without limitation, objecting to any action by the ABL Collateral Agent or any ABL Secured Party with respect to the Non-Common Collateral. In exercising rights and remedies with respect to the Senior Lender Common Collateral, the Intercreditor ABL Collateral Agent and the Senior Lenders ABL Secured Parties may enforce the provisions of the Senior Lender ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims ABL Obligations has not occurred, each Second-Priority the Term Loan Collateral Agent, on behalf of itself and each applicable Second-Priority Term Loan Secured Party, agrees that it will not, in the context of its role as secured creditorlender or otherwise as a Term Loan Secured Party, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy or otherwise in an Insolvency or Liquidation Proceeding (including including, but not limited to, setoff, recoupment, or the right to credit bid debt) with respect to any Common Collateral in respect of the applicable Second-Priority ClaimsTerm Loan Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims ABL Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents Term Loan Collateral Agent and the Second-Priority Term Loan Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims Term Loan Obligations pursuant to the Second-Priority Term Loan Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims ABL Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority the Term Loan Collateral Agent, for itself and on behalf of each applicable Second-Priority Term Loan Secured Party, agrees that no Second-Priority none of the Term Loan Collateral Agent or any Second-Priority Term Loan Secured Party will take any action that would hinder hinder, delay or impede any exercise of remedies undertaken by the Intercreditor ABL Collateral Agent or the Senior Lenders ABL Secured Parties with respect to the Common Collateral under the Senior Loan DocumentsCollateral, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority the Term Loan Collateral Agent, for itself and on behalf of each applicable Second-Priority Term Loan Secured Party, hereby waives any and all rights it or any Second-Priority Term Loan Secured Party may have as a junior lien creditor creditor, including, but not limited to, any rights to “adequate protection,” as such term is defined in Section 3(b) of the Bankruptcy Code, in any Insolvency or Liquidation Proceeding or otherwise to object to the manner or order in which the Intercreditor ABL Collateral Agent or the Senior Lenders ABL Secured Parties seek to enforce or collect the Senior Lender Claims ABL Obligations or the Liens granted in any of the Senior Lender Common Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor ABL Collateral Agent or Senior Lenders ABL Secured Parties is adverse to the interests of the Second-Priority Term Loan Secured Parties. (d) Each Second-Priority The Term Loan Collateral Agent and each Term Loan Secured Party hereby acknowledges acknowledge and agrees agree that no covenant, agreement or restriction contained in any applicable Second-Priority Term Loan Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor ABL Collateral Agent or the Senior Lenders ABL Secured Parties with respect to the Senior Lender Common Collateral as set forth in this Agreement and the Senior Lender ABL Documents. (e) So long as the Discharge of ABL Obligations has not occurred, the Term Loan Collateral Agent, on behalf of itself and the applicable Term Loan Secured Parties, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under any applicable law, including, but not limited to, the Bankruptcy Code or other Bankruptcy Law, with respect to the Common Collateral or any other similar rights a junior secured creditor may have under such applicable law.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Holdings, the Company or any other Grantor, : (i) no Second-Priority neither the Term Collateral Agent or nor any Second-Priority of the Term Secured Party will Parties (x) will exercise or seek to exercise any rights or remedies (including setoffincluding, without limitation, set-off) with respect to any Common ABL Priority Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement in respect of ABL Priority Collateral to which the Term Collateral Agent or any applicable Second-Priority Claims, Term Secured Party is a party) or institute or commence or join with any Person (other than the ABL Collateral Agent and the ABL Secured Parties) in commencing any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution); provided, however, that the Term Collateral Agent may exercise any or all such rights after the passage of a period of 180 days from the date of delivery of a notice in writing to the ABL Collateral Agent of the Term Collateral Agent’s intention to exercise its right to take such actions (the “Term Standstill Period”); provided, further, however, notwithstanding anything herein to the contrary, neither the Term Collateral Agent nor any Term Secured Party will exercise any rights or remedies with respect to any ABL Priority Collateral if, notwithstanding the expiration of the Term Standstill Period, the ABL Collateral Agent or ABL Secured Parties shall have commenced the exercise of any of their rights or remedies with respect to all or any portion of the ABL Priority Collateral (prompt notice of such exercise to be given to the Term Collateral Agent) and are pursuing the exercise thereof, (y) will contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor ABL Collateral Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent or any Second-Priority ABL Secured Party either is a party or may have rights as a third party beneficiarywith respect to, or any other exercise by the ABL Collateral Agent or any such party, ABL Secured Party of any rights and remedies relating to to, the Common ABL Priority Collateral under the Senior Lender ABL Documents or otherwise in respect of Senior Lender Claimsotherwise, or and (z) subject to its rights under clause (i)(x) above, will object to the forbearance by the Senior Lenders ABL Collateral Agent or the ABL Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common ABL Priority Collateral, in each case so long as the respective interests of the Term Secured Parties attach to the proceeds thereof subject to the relative priorities described in Section 3.1 (Lien Priorities); provided, however, that nothing in this Section 3.2(a) shall be construed to authorize the Term Collateral in respect Agent or any Term Secured Party to sell any ABL Priority Collateral free of Senior Lender Claims and the Lien of the ABL Collateral Agent or any ABL Secured Party; and (ii) except as otherwise provided herein, the Intercreditor ABL Collateral Agent and the Senior Lenders ABL Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff set off and the right to credit bid their debt) and make determinations regarding the releasedisposition of, disposition or restrictions with respect to to, the Common ABL Priority Collateral without any consultation with or the consent of any Second-Priority the Term Collateral Agent or any Second-Priority Term Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and (B) each Second-Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.that:

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Parent Borrower or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Parent Borrower or any other Grantor, each Second-any Second Priority Agent Representative may file a claim or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, to the extent provided in Section 5.04 and (D) from and after the Second Priority Enforcement Date, the Major Second Priority Representative may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral or (2) the Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to ) any Insolvency or Liquidation Proceeding. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as Until the Discharge Payment in Full of Senior Lender Claims Loan Document Priority Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Parent or any of its Subsidiaries, neither Txxxxxx nor any other Grantor, (i) no Second-Priority Agent or any Second-Priority Secured Party Seller will (xa) exercise or seek to exercise any rights or remedies (including setoffany secured creditor remedies) with respect to any Common Collateral in respect of any applicable Second-Priority Claimsthe Collateral, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (yb) contest, protest protest, or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by rights or remedies or forbearance from the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent or any Second-Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without by any consultation with or the consent of any Second-Priority Agent or any Second-Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and (B) each Second-Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common CollateralLoan Document Claimholder. In exercising connection with any exercise of rights and or remedies with respect to the Senior Lender Collateral, the Intercreditor Agent and the Senior Lenders Loan Document Claimholders may enforce the provisions of the Senior Lender Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include The foregoing to the contrary notwithstanding, Txxxxxx may (i) take any action (not adverse to the priority status of the Liens in the Collateral securing the Loan Document Priority Debt, or the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and any Loan Document Claimholder to exercise all the rights and or remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is Collateral) in order to hold a Lien on the Common Collateral create or perfect their Liens in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and Collateral, (ii) file any necessary responsive or defensive pleadings in opposition to receive a share any motion, claim, adversary proceeding, or other pleading made by any person objecting to or otherwise seeking the disallowance of the proceeds thereofclaims of Txxxxxx or any other Seller, including any claims secured by the Collateral, if any, after the Discharge of Senior Lender Claims (iii) if an Insolvency Proceeding has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent been commenced by or against Borrower or any Second-Priority Secured Party will take any action that would hinder any exercise Guarantor, file a claim or statement of remedies undertaken by the Intercreditor Agent or the Senior Lenders interest with respect to the Common Collateral under the Senior Loan DocumentsTxxxxxx Debt, including (iv) vote on any saleplan of reorganization and make any filings and motions that are, leasein each case, exchange, transfer or other disposition not in contravention of the Common Collateralprovisions of this Agreement, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement Txxxxxx Debt and the Senior Lender DocumentsCollateral, or (v) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by a Loan Document Claimholder to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with such enforcement action by such Loan Document Claimholder (it being understood that neither Txxxxxx nor any other Seller shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein).

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Holdings, the Company Borrower or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent Senior Collateral Agent, any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent Senior Collateral Agent, any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Senior Collateral Agent, any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Collateral Agent, any Senior Representative or any Senior Secured Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Collateral Agent, the Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that the Designated Second Priority Representative may exercise any or all of such rights after the passage of a period of 180 days from the date of delivery to the Senior Collateral Agent of a written notice of the acceleration of the Second Priority Debt Obligations unless the Senior Collateral Agent is at such time diligently exercising its rights and remedies with respect to the Shared Collateral; provided further however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against Holdings, the Company Borrower or any other Grantor, each Second-any Second Priority Agent Representative may file a claim or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Collateral Agent, the Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) the Second Priority Representative and any Second Priority Debt Party may exercise their rights and remedies as unsecured creditors to the extent not inconsistent with this Agreement and as provided in Section 5.03, and (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.04. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Collateral Agent, the Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or other action brought with respect to the Common Shared Collateral or any other Senior Priority Collateral by the Intercreditor Agent any Senior Priority Representative or any Senior Lender Priority Secured Party in respect of the Senior Lender ClaimsPriority Obligations, the exercise of any right by the Intercreditor Agent any Senior Priority Representative or any Senior Lender Priority Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Priority Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Senior Priority Agent Representative or any Second-Senior Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Priority Debt Documents or otherwise in respect of the Senior Lender ClaimsPriority Collateral or the Senior Priority Obligations, or (z) object to the forbearance by the Senior Lenders Priority Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Priority Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Priority Representatives and the Senior Lenders Priority Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral or any other Senior Priority Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against Holdings, the Company Borrower or any other Grantor, each Second-any Second Priority Agent Representative may file a claim or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Priority Obligations or the rights of the Intercreditor Agent Senior Priority Representatives or the Senior Lenders Priority Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03, (E) any Second Priority Representative and the Second Priority Secured Parties may file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second Priority Secured Parties, including any claims secured by the Second Priority Collateral, in each case in accordance with the terms of this Agreement and (F) from and after the Second Priority Enforcement Date, the Major Second Priority Representative (or such other Person, if any, as is so authorized under the Second Lien Intercreditor Agreement) may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Priority Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral or (2) any Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to ) any Insolvency or Liquidation Proceeding. In exercising rights and remedies with respect to the Senior Lender Priority Collateral, the Intercreditor Agent Senior Priority Representatives and the Senior Lenders Priority Secured Parties may enforce the provisions of the Senior Lender Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims Priority Obligations has not occurred, each Second-Second Priority AgentRepresentative, on behalf of itself and each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Shared Collateral or any proceeds of Common Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Shared Collateral in respect of the applicable Second-Second Priority ClaimsDebt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims Priority Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a3.01(a), the sole right of the Second-Second Priority Agents Representatives and the Second-Second Priority Secured Parties with respect to the Common Shared Collateral is to hold a Lien on the Common Shared Collateral in respect of the applicable Second-Second Priority Claims Debt Obligations pursuant to the Second-Second Priority Documents, as applicable, Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims Priority Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that no Second-neither such Second Priority Agent or Representative nor any Second-such Second Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent any Senior Priority Representative or the any Senior Lenders Priority Secured Party with respect to the Common Shared Collateral under the Senior Loan Priority Debt Documents, including any sale, lease, exchange, transfer or other disposition Disposition of the Common Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, hereby waives any and all rights it or any Second-such Second Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent Senior Priority Representatives or the Senior Lenders Priority Secured Parties seek to enforce or collect the Senior Lender Claims Priority Obligations or the Liens granted in on any of the Senior Lender Priority Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent any Senior Priority Representative or any other Senior Lenders Priority Secured Party is adverse to the interests of the Second-Second Priority Secured Parties. (d) Each Second-Second Priority Agent Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent Senior Priority Representatives or the Senior Lenders Priority Secured Parties with respect to the Senior Lender Priority Collateral as set forth in this Agreement and the Senior Lender Priority Debt Documents. (e) Subject to the proviso in Section 3.01(a), until the Discharge of Senior Priority Obligations, the Designated Senior Priority Representative or any Person authorized by it shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Priority Obligations, the Designated Second Priority Representative or any Person authorized by it shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Second Priority Representative or any Person Authorized by it shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Priority Secured Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents; provided, however, that nothing in this Section shall impair the right of any Second Priority Representative or other agent or trustee acting on behalf of the Second Priority Secured Parties to take such actions with respect to the Collateral after the Discharge of Senior Priority Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Priority Secured Parties or the Second Priority Debt Obligations.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender First Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-the Second Priority Agent or any Second-Agents and the Second Priority Secured Party Lenders will (x) not exercise or seek to exercise any rights or remedies (including setoffset-off) with respect to any Common Collateral in respect of any applicable Second-Priority ClaimsCollateral, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Credit Agent or any Senior Lender in respect of the Senior Lender ClaimsFirst Priority Lender, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, blocked account agreement, landlord waiver or bailee’s 's letter or similar agreement or arrangement to which any Second-Second Priority Agent or any Second-Second Priority Secured Party either Lender is a party or may have rights as a third party beneficiaryparty, or any other exercise by any such partyPerson, of any rights and remedies relating to the Common Collateral under the Senior Lender First Priority Documents or otherwise in respect of Senior Lender Claimsotherwise, or (z) object to the forbearance by the Senior First Priority Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor Credit Agent and the Senior First Priority Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff set-off and the right to credit bid their debt) and make determinations regarding the release, disposition disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Second Priority Agent or any Second-Second Priority Secured PartyLender; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-a Second Priority Agent may file a claim or statement of interest with respect to the applicable Second-Second Priority Claims Claims, and (B) each Second-a Second Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender First Priority Claims, or the rights of the Intercreditor Credit Agent or the Senior First Priority Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, on the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Common Collateral, the Intercreditor Credit Agent and the Senior First Priority Lenders may enforce the provisions of the Senior Lender First Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code and under the comparable law of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Each Second Priority Agent, on behalf of itself and each the applicable Second-Second Priority Secured PartyLenders, agrees that it will notnot take or receive, directly or indirectly, in the context of its role as secured creditorcash or other property or by setoff, take counterclaim or receive in any other manner (whether pursuant to any enforcement, collection, execution, levy or foreclosure proceeding or otherwise), any Common Collateral or any proceeds of Common Collateral Collateral, in each case in connection with the exercise of any right or remedy (including setoffset-off) with respect to any Common Collateral (or in respect of any Common Collateral in the applicable Second-event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor), unless and until the Discharge of First Priority ClaimsClaims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender First Priority Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a)) above, the sole right of the Second-Second Priority Agents and the Second-Second Priority Secured Parties Lenders with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Second Priority Documents, as applicable, Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender the First Priority Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a)) above and without limiting the effect of other provisions of this Agreement, (i) each Second-Second Priority Agent, for itself and on behalf of each the applicable Second-Second Priority Secured PartyLenders, agrees that no Second-such Second Priority Agent or any Second-and the applicable Second Priority Secured Party Lenders will not take any action that would hinder any exercise of remedies undertaken by the Intercreditor Credit Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan First Priority Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Second Priority Agent, for itself and on behalf of each the applicable Second-Second Priority Secured PartyLenders, hereby waives any and all rights it or any Second-the applicable Second Priority Secured Party Lenders may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Credit Agent or the Senior First Priority Lenders seek to enforce or collect the Senior Lender First Priority Claims or the Liens granted in any of the Senior Lender First Priority Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Credit Agent or Senior First Priority Lenders is adverse to the interests interest of the Second-Second Priority Secured PartiesLenders. (d) Each Second-Second Priority Agent Agent, on behalf of itself and the applicable Second Priority Lenders, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Second Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Credit Agent or the Senior First Priority Lenders with respect to the Senior Lender Common Collateral as set forth in this Agreement and the Senior Lender First Priority Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims First Lien Objections has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-Priority Agent none of the Junior Lien Collateral Agent, any Junior Lien Representative or any Second-Priority Junior Lien Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoffsetoff and the right to credit bid debt (except as set forth in Section 3.1(f) below)) with respect to any Common Collateral in respect of any applicable Second-Priority ClaimsJunior Lien Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or otherwise object to any foreclosure or enforcement proceeding or action brought with respect to the Common Collateral or any other collateral by the Intercreditor First Lien Collateral Agent or any Senior Lender First Lien Secured Party in respect of the Senior Lender ClaimsFirst Lien Obligations, the exercise of any right by the Intercreditor First Lien Collateral Agent or any Senior Lender First Lien Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims First Lien Obligations under any lockbox control agreement, control lockbox agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Junior Lien Collateral Agent, any Second-Priority Agent Junior Lien Representative or any Second-Priority Junior Lien Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies as a secured party relating to the Common Collateral or any other collateral under the Senior Lender First Lien Documents or otherwise in respect of Senior Lender ClaimsFirst Lien Obligations, or (z) object to the any waiver or forbearance by the Senior Lenders First Lien Secured Parties from or in respect of bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral or any other collateral in respect of Senior Lender Claims First Lien Obligations and (ii) except as otherwise provided herein, the Intercreditor First Lien Collateral Agent and the Senior Lenders First Lien Secured Parties shall have the sole and exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) ), marshal, process and make determinations regarding the release, disposition or restrictions restrictions, or waiver or forbearance of rights or remedies with respect to the Common Collateral without any consultation with or the consent of the Junior Lien Collateral Agent, any Second-Priority Agent Junior Lien Representative or any Second-Priority Junior Lien Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority the Junior Lien Collateral Agent may file a proof of claim or statement of interest with respect to the applicable Second-Priority Claims Junior Lien Obligations and (B) each Second-Priority the Junior Lien Collateral Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender ClaimsFirst Lien Obligations, or the rights of the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral. In exercising rights and remedies with respect to the Senior Lender First Lien Collateral or Common Collateral, the Intercreditor First Lien Collateral Agent and the Senior Lenders First Lien Secured Parties may enforce the provisions of the Senior Lender First Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, each Second-Priority Agentof the Junior Lien Collateral Agent and each Junior Lien Representative, on behalf of itself and each applicable Second-Priority Junior Lien Secured Party, agrees that it will not, in the context of its role as secured creditorlender, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy or otherwise in an Insolvency or Liquidation Proceeding (including setoffset off or the right to credit bid debt (except as set forth in Section 3.1(f) below)) with respect to any Common Collateral in respect of the applicable Second-Priority ClaimsJunior Lien Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims First Lien Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents Junior Lien Collateral Agent, the Junior Lien Representatives and the Second-Priority Junior Lien Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims Junior Lien Obligations pursuant to the Second-Priority Junior Lien Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims First Lien Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority the Junior Lien Collateral Agent, for itself and on behalf of each applicable Second-Priority Junior Lien Secured Party, agrees that no Second-Priority Agent none of the Junior Lien Collateral Agent, any Junior Lien Representative or any Second-Priority Junior Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties with respect to the Common Collateral, the First Lien Collateral or any other collateral under the Senior Loan First Lien Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, the First Lien Collateral or such other collateral, whether by foreclosure or otherwise, and (ii) the Junior Lien Collateral Agent and each Second-Priority AgentJunior Lien Representative, for itself and on behalf of each applicable Second-Priority Junior Lien Secured Party, hereby waives any and all rights it or any Second-Priority Junior Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties seek to enforce or collect the Senior Lender Claims First Lien Obligations or the Liens granted in any of the Senior Lender First Lien Collateral or Common Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor First Lien Collateral Agent or Senior Lenders First Lien Secured Parties is adverse to the interests of the Second-Priority Junior Lien Secured Parties. (d) Each Second-Priority Agent The Junior Lien Collateral Agent, each Junior Lien Representative and each Junior Lien Secured Party hereby acknowledges acknowledge and agrees agree that no covenant, agreement or restriction contained in any applicable Second-Priority Junior Lien Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties with respect to the Senior Lender First Lien Collateral or Common Collateral as set forth in this Agreement and the Senior Lender First Lien Documents. (e) So long as the Discharge of First Lien Obligations has not occurred, none of the Junior Lien Collateral Agent, any other Junior Lien Representative or any other Junior Lien Secured Party may assert or enforce any right of marshalling accorded to a junior lienholder, as against the First Lien Collateral Agent or any First Lien Secured Party (in their capacity as priority lienholders). (f) Section 3.1 hereof shall not be construed to in any way limit or impair the right of any Junior Lien Secured Party from exercising a credit bid with respect to the Junior Lien Obligations in a sale or other disposition of Common Collateral under Section 363 of the Bankruptcy Code, provided that in connection with and immediately after giving effect to such sale and credit bid there occurs a Discharge of First Lien Obligations.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender ABL Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, (i) no Second-Priority neither the Term Loan/Cash Flow Revolver Agent or nor any Second-Priority Secured Party Term Loan/Cash Flow Revolver Lender will (x) exercise Exercise Any Secured Creditor Remedies or seek to exercise any rights or remedies (including setoff) Exercise Any Secured Creditor Remedies with respect to any Common Collateral in respect of any applicable Second-ABL Facility First Priority Claims, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure)Collateral, (y) contest, protest or object to any foreclosure proceeding or action brought Exercise of Any Secured Creditor Remedies with respect to the Common ABL Facility First Priority Collateral by the Intercreditor ABL Agent or any Senior ABL Lender in respect of the Senior Lender ABL Priority Claims, the exercise of any right by the Intercreditor ABL Agent or any Senior ABL Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender ABL Priority Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter agreement or similar agreement or arrangement to which any Second-Priority the Term Loan/Cash Flow Revolver Agent or any Second-Priority Secured Party Term Loan/Cash Flow Revolver Lender either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common ABL Facility First Priority Collateral under the Senior Lender ABL Loan Documents or otherwise in respect of Senior Lender ABL Priority Claims, or (z) object to the forbearance by the Senior ABL Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise Exercise of any rights or remedies Any Secured Creditor Remedies relating to the Common ABL Facility First Priority Collateral in respect of Senior Lender ABL Priority Claims and (ii) except as otherwise provided herein, the Intercreditor ABL Agent and the Senior ABL Lenders shall have the exclusive right to enforce rights, exercise remedies Exercise Any Secured Creditor Remedies (including setoff and the right to credit bid their debt) and in connection therewith make determinations regarding the release, disposition or restrictions with respect to the Common ABL Facility First Priority Collateral without any consultation with or the consent of any Second-Priority the Term Loan/Cash Flow Revolver Agent or any Second-Priority Secured PartyTerm Loan/Cash Flow Revolver Lender; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each Second-Priority the Term Loan/Cash Flow Revolver Agent may file a proof of claim or statement of interest with respect to the applicable Second-Priority Term Loan/Cash Flow Revolver Claims and (B) each Second-Priority the Term Loan/Cash Flow Revolver Agent may take any action (not adverse to the prior Liens on the Common ABL Facility First Priority Collateral securing the Senior Lender ABL Priority Claims, or the rights of the Intercreditor ABL Agent or the Senior ABL Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common ABL Facility First Priority Collateral. In exercising rights and remedies with respect to the Senior Lender ABL Facility First Priority Collateral, the Intercreditor ABL Agent and the Senior ABL Lenders may enforce the provisions of the Senior Lender ABL Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common ABL Facility First Priority Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Term Priority Claims has not occurred, each Secondwhether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, (i) neither the ABL Agent nor any ABL Lender will (x) Exercise Any Secured Creditor Remedies or seek to Exercise Any Secured Creditor Remedies with respect to any Term/Cash Flow Revolver Facility First Priority Collateral, (y) contest, protest or object to any Exercise of Any Secured Creditor Remedies with respect to the Term/Cash Flow Revolver Facility First Priority Collateral by the Term Loan/Cash Flow Revolver Agent or any Term Loan/Cash Flow Revolver Lender in respect of the Term Loan/Cash Flow Revolver Priority Claims, the exercise of any right by the Term Loan/Cash Flow Revolver Agent or any Term Loan/Cash Flow Revolver Lender (or any agent or sub-agent on their behalf) in respect of the Term Loan/Cash Flow Revolver Priority Claims under any control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the ABL Agent or any ABL Lender either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Term/Cash Flow Revolver Facility First Priority Collateral under the Term Loan/Cash Flow Revolver Loan Documents or otherwise in respect of Term Loan/Cash Flow Revolver Priority Claims, or (z) object to the forbearance by the Term Loan/Cash Flow Revolver Lenders from bringing or pursuing any Exercise of Any Secured Creditor Remedies relating to the Term/Cash Flow Revolver Facility First Priority Collateral in respect of Term Loan/Cash Flow Revolver Priority Claims and (ii) except as otherwise provided herein, the Term Loan/Cash Flow Revolver Agent and the Term Loan/Cash Flow Revolver Lenders shall have the exclusive right to Exercise Any Secured Creditor Remedies (including setoff and the right to credit bid their debt) and in connection therewith make determinations regarding the release, disposition or restrictions with respect to the Term/Cash Flow Revolver Facility First Priority Collateral without any consultation with or the consent of the ABL Agent or any ABL Lender; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the ABL Agent may file a proof of claim or statement of interest with respect to the applicable ABL Claims and (B) the ABL Agent may take any action (not adverse to the prior Liens on the Term/Cash Flow Revolver Facility First Priority Collateral securing the Term Loan/Cash Flow Revolver Priority Claims, or the rights of the Term Loan/Cash Flow Revolver Agent or the Term Loan/Cash Flow Revolver Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Term/Cash Flow Revolver Facility First Priority Collateral. In exercising rights and remedies with respect to the Term/Cash Flow Revolver Facility First Priority Collateral, the Term Loan/Cash Flow Revolver Agent and the Term Loan/Cash Flow Revolver Lenders may enforce the provisions of the Term Loan/Cash Flow Revolver Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Term/Cash Flow Revolver Facility First Priority Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) So long as the Discharge of ABL Priority Claims has not occurred, the Term Loan/Cash Flow Revolver Agent, on behalf of itself and each applicable Second-Priority Secured PartyTerm Loan/Cash Flow Revolver Lender, agrees that it will not, in the context of its role as secured creditor, not take or receive any Common ABL Facility First Priority Collateral or any proceeds of Common ABL Facility First Priority Collateral in connection with the exercise Exercise of any right or remedy Any Secured Creditor Remedies (including setoffsetoff or recoupment) with respect to any Common Collateral in respect of the applicable Second-ABL Facility First Priority ClaimsCollateral. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender ABL Priority Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents Term Loan/Cash Flow Revolver Agent and the Second-Priority Secured Parties Term Loan/Cash Flow Revolver Lenders with respect to the Common ABL Facility First Priority Collateral is to hold a Lien on the Common ABL Facility First Priority Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, Term Loan/Cash Flow Revolver Loan Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender ABL Priority Claims has occurred. So long as the Discharge of Term Priority Claims has not occurred, the ABL Agent, on behalf of itself and each ABL Lender, agrees that it will not take or receive any Term/Cash Flow Revolver Facility First Priority Collateral or any proceeds of Term/Cash Flow Revolver Facility First Priority Collateral in connection with the Exercise of Any Secured Creditor Remedies (including setoff or recoupment) with respect to any Term/Cash Flow Revolver Facility First Priority Collateral. Without limiting the generality of the foregoing, unless and until the Discharge of Term Priority Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(b), the sole right of the ABL Agent and the ABL Lenders with respect to the Term/Cash Flow Revolver Facility First Priority Collateral is to hold a Lien on the Term/Cash Flow Revolver Facility First Priority Collateral pursuant to the ABL Loan Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Term Priority Claims has occurred. (cd) Subject to the proviso in clause (ii) of Section 3.1(a)) above, (i) each Second-Priority the Term Loan/Cash Flow Revolver Agent, for itself and on behalf of each applicable Second-Priority Secured PartyTerm Loan/Cash Flow Revolver Lender, agrees that no Second-Priority the Term Loan/Cash Flow Revolver Agent or any Second-Priority Secured Party and the Term Loan/Cash Flow Revolver Lenders will not take any action that would hinder any exercise Exercise of remedies Any Secured Creditor Remedies undertaken by the Intercreditor ABL Agent or the Senior ABL Lenders with respect to the Common ABL Facility First Priority Collateral under the Senior ABL Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common ABL Facility First Priority Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority the Term Loan/Cash Flow Revolver Agent, for itself and on behalf of each applicable Second-Priority Secured PartyTerm Loan/Cash Flow Revolver Lender, hereby waives any and all rights it or any Second-Priority Secured Party Term Loan/Cash Flow Revolver Lender may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor ABL Agent or the Senior ABL Lenders seek to enforce or collect the Senior Lender ABL Priority Claims with respect to the ABL Facility First Priority Collateral or the Liens granted in any of the Senior Lender ABL Facility First Priority Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor ABL Agent or Senior the ABL Lenders is adverse to the interests of the Second-Term Loan/Cash Flow Revolver Lenders. Subject to the proviso in clause (ii) of Section 3.1(b) above, (i) the ABL Agent, for itself and on behalf of each ABL Lender, agrees that the ABL Agent and the ABL Lenders will not take any action that would hinder any Exercise of Any Secured Creditor Remedies undertaken by the Term Loan/Cash Flow Revolver Agent or the Term Loan/Cash Flow Revolver Lenders with respect to the Term/Cash Flow Revolver Facility First Priority Secured PartiesCollateral under the Term Loan/Cash Flow Revolver Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Term/Cash Flow Revolver Facility First Priority Collateral, whether by foreclosure or otherwise, and (ii) the ABL Agent, for itself and on behalf of each ABL Lender, hereby waives any and all rights it or any ABL Lender may have as a junior lien creditor or otherwise to object to the manner in which the Term Loan/Cash Flow Revolver Agent or the Term Loan/Cash Flow Revolver Lenders seek to enforce or collect the Term Loan/Cash Flow Revolver Priority Claims with respect to the Term/Cash Flow Revolver Facility First Priority Collateral or the Liens granted in any of the Term/Cash Flow Revolver Facility First Priority Collateral, regardless of whether any action or failure to act by or on behalf of the Term Loan/Cash Flow Revolver Agent or the Term Loan/Cash Flow Revolver Lenders is adverse to the interests of the Term Loan/Cash Flow Revolver Lenders. (de) Each Second-Priority The Term Loan/Cash Flow Revolver Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Term Loan/Cash Flow Revolver Loan Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor ABL Agent or the Senior ABL Lenders with respect to the Senior Lender ABL Facility First Priority Collateral as set forth in this Agreement and the Senior Lender ABL Loan Documents. The ABL Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any ABL Loan Document shall be deemed to restrict in any way the rights and remedies of the Term Loan/Cash Flow Revolver Agent or the Term Loan/Cash Flow Revolver Lenders with respect to the Term/Cash Flow Revolver Facility First Priority Collateral as set forth in this Agreement and the Term Loan/Cash Flow Revolver Loan Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that that, in each instance in a manner not otherwise inconsistent with the terms of this Agreement, (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each Second-any Second Priority Agent Representative may file a claim claim, proof of claim, or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Second Priority Representative and the Second Lien Credit Agreement Secured Parties may exercise their rights and remedies as unsecured creditors to the extent provided in Section 5.04, (D) the Second Priority Debt Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Debt Parties or the avoidance of any Second Priority Lien, (E) in any Insolvency or Liquidation Proceeding, the Second Lien Credit Agreement Secured Parties shall be entitled to vote on any plan of reorganization or similar dispositive plan to the extent consistent with the provisions hereof, and (F) from and after the Second Priority Enforcement Date, the Designated Second Priority Representative may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to any Shared Collateral and (2) no Grantor which has granted a security interest in any Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. Any recovery by the Second Priority Debt Parties pursuant to the preceding clause (F) shall be subject to the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as The Administrative Agent is the Discharge “Administrative Agent” and the Collateral Agent is the “Collateral Agent” for each Guaranteed Party under the Credit Agreement and the other Loan Documents, including this Guaranty. All rights granted to Administrative Agent or Collateral Agent under or in connection with this Guaranty are for each Guaranteed Party’s ratable benefit. Administrative Agent or Collateral Agent may, without the joinder of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorGuaranteed Party, (i) no Second-Priority Agent or any Second-Priority Secured Party will (x) exercise or seek to exercise any rights in Administrative Agent’s, Collateral Agent’s or remedies (including setoff) Guaranteed Parties’ favor under or in connection with respect this Guaranty. Administrative Agent’s or Collateral Agent’s and each Guaranteed Party’s rights and obligations vis-a-vis each other may be subject to one or more separate agreements between those parties. However, no Guarantor is required to inquire about any such agreement, nor is any Guarantor subject to any Common Collateral in respect terms thereof unless such Guarantor specifically enters into such agreement. Therefore, except to the extent expressly set forth therein, neither any Guarantor nor any Guarantor’s successors or assigns is entitled to any benefits or provisions of any applicable Second-Priority Claims, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar separate agreement or arrangement to which any Second-Priority Agent such Guarantor is not a party, or any Second-Priority Secured Party either is a party entitled to rely upon or may have rights raise as a third party beneficiary, defense any party’s failure or any other exercise by any such party, of any rights and remedies relating refusal to the Common Collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions comply with respect to the Common Collateral without any consultation with or the consent of any Second-Priority Agent or any Second-Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and (B) each Second-Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunderany such agreement. Accordingly, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell Administrative Agent or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself the Guaranteed Parties, shall have the right to enforce, from time to time, in any order and at Administrative Agent’s or Collateral Agent’s Permitted Discretion, any rights, powers and remedies which Administrative Agent, Collateral Agent or the Guaranteed Parties may have under, and in accordance with, the Loan Documents or otherwise, including judicial foreclosure, the exercise of rights of power of sale, the taking of a deed or assignment in lieu of foreclosure, the exercise of remedies against personal property, or the enforcement of any assignment of leases, rentals, oil or gas production, or other properties or rights, whether real or personal, tangible or intangible; and each applicable Second-Priority Secured PartyGuarantor shall be liable to the Guaranteed Parties hereunder for any deficiency resulting from the exercise by Administrative Agent or Collateral Agent, agrees on behalf of the Guaranteed Parties, of any such right or remedy even though any rights that it will notsuch Guarantor may have against Borrower, any other Obligor or others may be destroyed or diminished by exercise of any such right or remedy. No failure on the part of any Guaranteed Party to exercise, and no delay in the context exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of its role as secured creditor, take any right preclude any other or receive any Common Collateral further exercise thereof or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claimsother right. Without limiting the generality of the foregoingThe rights, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights powers and remedies of each Guaranteed Party provided herein and in the Intercreditor Agent other Loan Documents are cumulative and are in addition to, and not exclusive of, any other rights, powers or remedies provided by Law or in equity. The rights of the Senior Lenders with respect Guaranteed Parties hereunder are not conditional or contingent on any attempt by any Guaranteed Party to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documentsexercise any of its rights or exhaust any recourse under any other Loan Document against any Obligor or any other Person.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, (i) no Second-Priority Agent or any Second-Priority the Second Lien Collateral Agent, on behalf of itself and each Second Lien Secured Party will Party, (x) from the date hereof until the occurrence of the Second Lien Enforcement Date will not exercise or seek to exercise any rights or remedies (including including, but not limited to, setoff, recoupment, and the right to credit bid debt, if any) with respect to any Common Collateral in respect of any applicable Second-Priority ClaimsSecond Lien Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) will not contest, protest or otherwise object to any foreclosure or enforcement proceeding or action brought with respect to the Common Collateral or any other First Lien Collateral by the Intercreditor First Lien Collateral Agent or any Senior Lender First Lien Secured Party in respect of the Senior Lender ClaimsFirst Lien Obligations, the exercise of any right by the Intercreditor First Lien Collateral Agent or any Senior Lender First Lien Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims First Lien Obligations under any lockbox control agreement, control lockbox agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority the First Lien Collateral Agent or any Second-Priority First Lien Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies as a secured party relating to the Common Collateral or any other First Lien Collateral under the Senior Lender First Lien Documents or otherwise in respect of Senior Lender Claimsthe First Lien Obligations, or and (z) will not object to the any waiver or forbearance by the Senior Lenders First Lien Secured Parties from or in respect of bringing or pursuing any foreclosure proceeding or enforcement action or any other exercise of any rights or remedies relating to the Common Collateral or any other First Lien Collateral in respect of Senior Lender Claims First Lien Obligations and (ii) except as otherwise provided herein, the Intercreditor First Lien Collateral Agent and the Senior Lenders First Lien Secured Parties shall have the sole and exclusive right to enforce rights, exercise remedies (including setoff including, but not limited to, setoff, recoupment, and the any right to credit bid their debt) ), marshal, process and make determinations regarding the release, disposition or restrictions restrictions, or waiver or forbearance of rights or remedies with respect to the Common Collateral without any consultation with or the consent of any Second-Priority the Second Lien Collateral Agent or any Second-Priority Second Lien Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each Second-Priority the Second Lien Collateral Agent and any Second Lien Secured Party (in its capacity as an unsecured creditor) may file a proof of claim or statement of interest with respect to the applicable Second-Priority Claims and Second Lien Obligations, (B) each Second-Priority the Second Lien Collateral Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender ClaimsFirst Lien Obligations, or to the rights of the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties to exercise remedies in respect thereof) , including sending such notices of the existence of, or any evidence or confirmation of, the Second Lien Obligations or the Liens of Second Lien Collateral Agent in the Common Collateral to any court or governmental agency, or file or record any such notice or evidence, in order to create, prove, perfectpreserve, preserve or protect (but not enforce) its rights in, and including the perfection and priority of its any Lien on, the Common Collateral, (C) the Second Lien Secured Parties shall be entitled to file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second Lien Secured Parties, including without limitation any claims secured by the Common Collateral, if any, in each case if not otherwise in contravention of the terms of this Agreement, (D) the Second Lien Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either the applicable Bankruptcy Law or applicable non-bankruptcy law, in each case if not otherwise in contravention of the terms of this Agreement, or as may otherwise be consented to by the First Lien Collateral Agent, (E) the Second Lien Collateral Agent or any Second Lien Secured Party shall be entitled to vote on any Plan of Reorganization, in a manner and to the extent consistent with the provisions hereof, and (F) subject in all respects to the terms and conditions of this Agreement, including, without limitation, Sections 2 and 4 hereof, the Second Lien Collateral Agent or any Second Lien Secured Party may exercise any of its rights or remedies with respect to the Common Collateral, solely upon the occurrence and during the effective continuation of the Second Lien Enforcement Date. In exercising rights and remedies with respect to the Senior Lender First Lien Collateral or Common Collateral, the Intercreditor First Lien Collateral Agent and the Senior Lenders First Lien Secured Parties may enforce the provisions of the Senior Lender First Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code UCC of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, each Second-Priority the Second Lien Collateral Agent, on behalf of itself and each applicable Second-Priority Second Lien Secured Party, agrees that it will not, in the context of its role as secured creditor, not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect contravention of the applicable Second-Priority Claimsthis Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims First Lien Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents Second Lien Collateral Agent and the Second-Priority Second Lien Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims Second Lien Obligations pursuant to the Second-Priority Second Lien Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims First Lien Obligations has occurredoccurred in accordance with the terms of the Second Lien Documents and applicable law. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority the Second Lien Collateral Agent, for itself and on behalf of each applicable Second-Priority Second Lien Secured Party, agrees that no Second-Priority none of the Second Lien Collateral Agent or any Second-Priority Second Lien Secured Party will take any action that would hinder hinder, delay, limit or prohibit any exercise of remedies undertaken by the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties with respect to the Common Collateral or the First Lien Collateral under the Senior Loan First Lien Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Common Collateral or the First Lien Collateral, whether by foreclosure or otherwiseotherwise or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the First Lien Obligations to the Second Lien Obligations or grant the Liens securing the Second Lien Obligations equal ranking to the First Priority Liens, and (ii) each Second-Priority the Second Lien Collateral Agent, for itself and on behalf of each applicable Second-Priority Second Lien Secured Party, hereby waives any and all rights it or any Second-Priority Second Lien Secured Party may have as a junior lien creditor (whether arising under the UCC or under any other law) or otherwise to object to the manner in which the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties seek to enforce or collect the Senior Lender Claims First Lien Obligations or the Liens granted in any of the Senior Lender First Lien Collateral or Common Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor First Lien Collateral Agent or Senior Lenders First Lien Secured Parties is adverse to the interests of the Second-Priority Second Lien Secured Parties. (d) Each Second-Priority Agent The Second Lien Collateral Agent, on behalf of itself and each Second Lien Secured Party, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Second Lien Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties with respect to the Senior Lender First Lien Collateral or Common Collateral as set forth in this Agreement and the Senior Lender First Lien Documents. (e) So long as the Discharge of First Lien Obligations has not occurred, the Second Lien Collateral Agent, on behalf of itself and each applicable Second Lien Secured Party, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under any applicable law, including, but not limited to, the Bankruptcy Code or other Bankruptcy Law, with respect to the Common Collateral or any other similar rights a junior secured creditor may have under such applicable law.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company a Borrower or any other Grantor, (i) no Second-neither any Junior Priority Agent or Representative nor any Second-Junior Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Junior Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Junior Priority Agent Representative or any Second-Junior Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company a Borrower or any other Grantor, each Second-any Junior Priority Agent Representative may file a claim claim, proof of claim, or statement of interest with respect to the applicable Second-Junior Priority Claims and Debt Obligations under its Junior Priority Debt Facility, (B) each Second-any Junior Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Junior Priority Representative and the Junior Priority Debt Parties may exercise their rights and remedies as unsecured creditors, to the extent provided in Section 5.04, (D) the Junior Priority Debt Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Junior Priority Debt Parties or the avoidance of any Junior Priority Lien to the extent not inconsistent with the terms of this Agreement, (E) the Junior Priority Debt Parties may vote with respect to any Plan of Reorganization in a manner that is consistent with and otherwise in accordance with this Agreement, and (F) from and after the Junior Priority Enforcement Date, the Designated Junior Priority Representative may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Junior Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral or (2) the Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to ) any Insolvency or Liquidation Proceeding (in each case of (A) through (F) above, solely to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement). In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code UCC of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims Obligations has not occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a) and in Article VI, each Second-Junior Priority AgentRepresentative, on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Shared Collateral or any proceeds Proceeds of Common Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Shared Collateral in respect of the applicable Second-Junior Priority ClaimsDebt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a)3.01(a) and in Article VI, the sole right of the Second-Junior Priority Agents Representatives and the Second-Junior Priority Secured Debt Parties with respect to the Common Shared Collateral is to hold a Lien on the Common Shared Collateral in respect of the applicable Second-Junior Priority Claims Debt Obligations pursuant to the Second-Junior Priority Documents, as applicable, Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of Senior Lender Claims Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Junior Priority AgentRepresentative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that no Second-neither such Junior Priority Agent or Representative nor any Second-such Junior Priority Secured Debt Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Party with respect to the Common Shared Collateral under the Senior Loan Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Common Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second-Junior Priority AgentRepresentative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby waives any and all rights it or any Second-such Junior Priority Secured Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims Obligations or the Liens granted in on any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent any Senior Representative or any other Senior Lenders Secured Party is adverse to the interests of the Second-Junior Priority Secured Debt Parties. (d) Each Second-Junior Priority Agent Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Junior Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Debt Documents. (e) Subject to Section 3.01(a), the Designated Senior Representative shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations, the Designated Junior Priority Representative who may be instructed by the Junior Priority Majority Representatives shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Junior Priority Representative shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Junior Priority Debt Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Junior Priority Representatives, or for the taking of any other action authorized by the Junior Priority Collateral Documents; provided, however, that nothing in this Section 3.01(e) shall impair the right of any Junior Priority Representative or other agent or trustee acting on behalf of the Junior Priority Debt Parties to take such actions with respect to the Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Junior Priority Debt Parties or the Junior Priority Debt Obligations.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-Priority Agent or neither any Second-Priority Junior Representative nor any Junior Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoffsetoff or recoupment) with respect to any Common Shared Collateral in respect of any applicable Second-Priority ClaimsJunior Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent Designated Senior Representative, any other Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent Designated Senior Representative, any other Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Designated Senior Representative, any Second-Priority Agent other Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Designated Senior Representative, the other Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff setoff, recoupment, and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Priority Agent Junior Representative or any Second-Priority Junior Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent any Junior Representative may file a claim claim, proof of claim, or statement of interest with respect to the applicable Second-Priority Claims and Junior Obligations under its Junior Debt Facility, (B) each Second-Priority Agent any Junior Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Designated Senior Representative, the other Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) to the extent not otherwise inconsistent with or prohibited by this Agreement, any Junior Representative and the Junior Secured Parties may exercise their rights and remedies as unsecured creditors, to the extent provided in Section 5.04, (D) any Junior Representative may exercise the rights and remedies provided for in Section 6.03 and may vote on a proposed Plan of Reorganization in any Insolvency or Liquidation Proceeding of the Company or any other Grantor in accordance with the terms of this Agreement (including Section 6.12), (E) any Junior Representative and the Junior Secured Parties may file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Junior Secured Parties, including any claims secured by the Junior Collateral, in each case in accordance with the terms of this Agreement and (F) from and after the Junior Enforcement Date, the Designated Junior Representative or any person authorized by it may exercise or seek to exercise any rights or remedies with respect to any Shared Collateral in respect of any Junior Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), in each case of clauses (A) through (F) above, to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Designated Senior Representative, the other Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims Obligations has not occurred, each Second-Priority AgentJunior Representative, on behalf of itself and each applicable Second-Priority Junior Secured PartyParty under its Junior Debt Facility, agrees that it will not, in the context of its role as secured creditor, not take or receive any Common Shared Collateral or any proceeds Proceeds of Common Shared Collateral in connection with the exercise of any right or remedy (including setoffsetoff or recoupment) with respect to any Common Shared Collateral in respect of the applicable Second-Priority ClaimsJunior Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims Obligations has occurred, except as expressly provided in the proviso in clause (iiSection 3.01(a) of Section 3.1(a)and in Article VI, the sole right of the Second-Priority Agents Junior Representatives and the Second-Priority Junior Secured Parties with respect to the Common Shared Collateral is to hold a Lien on the Common Shared Collateral in respect of the applicable Second-Priority Claims Junior Obligations pursuant to the Second-Priority Documents, as applicable, Junior Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of Senior Lender Claims Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Priority AgentJunior Representative, for itself and on behalf of each applicable Second-Priority Junior Secured PartyParty under its Junior Debt Facility, agrees that no Second-Priority Agent or neither such Junior Representative nor any Second-Priority such Junior Secured Party will take any action that would hinder or delay any exercise of remedies undertaken by the Intercreditor Agent Designated Senior Representative, any other Senior Representative or the any Senior Lenders Secured Party with respect to the Common Shared Collateral under the Senior Loan Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Common Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority AgentJunior Representative, for itself and on behalf of each applicable Second-Priority Junior Secured PartyParty under its Junior Debt Facility, hereby waives any and all rights it or any Second-Priority such Junior Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent Designated Senior Representative, the other Senior Representatives or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims Obligations or the Liens granted in on any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent Designated Senior Representative, any other Senior Representative or any other Senior Lenders Secured Party is adverse to the interests of the Second-Priority Junior Secured Parties. (d) Each Second-Priority Agent Junior Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Junior Debt Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent Designated Senior Representative, the other Senior Representatives or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Debt Documents. (e) Subject to the proviso in Section 3.01(a), until the Discharge of Senior Obligations, the Designated Senior Representative or any Person authorized by it shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations, the Designated Junior Representative or any Person authorized by it shall have the exclusive right to exercise any right or remedy with respect to the Collateral and shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Junior Secured Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Junior Representatives, or for the taking of any other action authorized by the Junior Collateral Documents; provided, however, that nothing in this Section shall impair the right of any Junior Representative or other agent or trustee acting on behalf of the Junior Secured Parties to take such actions with respect to the Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Junior Secured Parties or the Junior Obligations.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each Second-any Second Priority Agent Representative may file a claim, proof of claim or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) to the extent not otherwise inconsistent with this Agreement, any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03 and the Second Priority Debt Parties may file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second Priority Debt Parties or the avoidance of any Second Priority Lien to the extent not inconsistent with the terms of this Agreement, (E) any Second Priority Debt Party may vote on any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding that conforms to the terms and conditions of this Agreement, and (F) from and after the Second Priority Enforcement Date, the Designated Second Priority Representative (or a person authorized by it) may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to any or all of the Shared Collateral or (2) the Grantor which has granted a security interest in any Shared Collateral is not then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding, in each case (A) through (E) above, to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Holdings or any Borrower or other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the any exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Holdings or any Borrower or other Grantor, each Second-any Second Priority Agent Representative may file a claim or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, [and] (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03 [and (E) from and after the Second Priority Enforcement Date, the Major Second Priority Representative may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral or (2) the Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding]3. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, (i) no Second-Priority Agent or neither any Second-Priority Secured Junior Representative nor any Junior Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Priority ClaimsJunior Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Priority Agent Junior Representative or any Second-Priority Secured Junior Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other Grantor, each Second-Priority Agent any Junior Representative may file a claim, proof of claim or statement of interest with respect to the applicable Second-Priority Claims and Junior Debt Obligations under its Junior Debt Facility, (B) each Second-Priority Agent any Junior Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) to the extent not otherwise inconsistent with this Agreement, any Junior Representative and the Junior Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, (D) any Junior Representative may exercise the rights and remedies provided for in Section 6.03 and the Junior Debt Parties may file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Junior Debt Parties or the avoidance of any Junior Lien to the extent not inconsistent with the terms of this Agreement, (E) any Junior Debt Party may vote on any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding that conforms to the terms and conditions of this Agreement, and (F) from and after the Junior Enforcement Date, the Designated Junior Representative (or a person authorized by it) may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Junior Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to any or all of the Shared Collateral or (2) the Grantor which has granted a security interest in any Shared Collateral is not then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding, in each case (A) through (E) above, to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims Obligations has not occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), each Second-Priority AgentJunior Representative, on behalf of itself and each applicable Second-Priority Secured PartyJunior Debt Party under its Junior Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Shared Collateral or any proceeds Proceeds of Common Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Shared Collateral in respect of the applicable Second-Priority ClaimsJunior Debt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a3.01(a), the sole right of the Second-Priority Agents Junior Representatives and the Second-Priority Secured Junior Debt Parties with respect to the Common Shared Collateral is to hold a Lien on the Common Shared Collateral in respect of the applicable Second-Priority Claims Junior Debt Obligations pursuant to the Second-Priority Documents, as applicable, Junior Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of Senior Lender Claims Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Priority AgentJunior Representative, for itself and on behalf of each applicable Second-Priority Secured PartyJunior Debt Party under its Junior Debt Facility, agrees that no Second-Priority Agent or neither such Junior Representative nor any Second-Priority Secured such Junior Debt Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Party with respect to the Common Shared Collateral under the Senior Loan Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Common Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority AgentJunior Representative, for itself and on behalf of each applicable Second-Priority Secured PartyJunior Debt Party under its Junior Debt Facility, hereby waives any and all rights it or any Second-Priority Secured such Junior Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims Obligations or the Liens granted in on any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent any Senior Representative or any other Senior Lenders Secured Party is adverse to the interests of the Second-Priority Secured Junior Debt Parties. (d) Each Second-Priority Agent Junior Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Junior Debt Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Debt Documents. (e) Until the Discharge of Senior Obligations, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the Designated Senior Representative (or any person authorized by it) shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations, the Designated Junior Representative (or any person authorized by it) who may be instructed by the Junior Majority Representatives shall have the exclusive right to exercise any right or remedy with respect to the Junior Collateral, and the Designated Junior Representative (or any person authorized by it) who may be instructed by the Junior Majority Representatives shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Junior Debt Parties with respect to the Junior Collateral, or of exercising or directing the exercise of any trust or power conferred on the Junior Representatives, or for the taking of any other action authorized by the Junior Collateral Documents; provided, however, that nothing in this Section shall impair the right of any Junior Representative or other agent or trustee acting on behalf of the Junior Debt Parties to take such actions with respect to the Junior Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Junior Debt Parties or the Junior Debt Obligations.

Exercise of Remedies. Without limiting the provisions of Section 2.5: (a) So long as the Discharge of Senior Lender Claims First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Parent or any other Grantor, : (i) no the Second-Priority Lien Agent or any and the other Second-Priority Secured Party Lien Claimholders will (x) not exercise or seek to exercise any rights or remedies (including setoff) as a secured creditor with respect to any Common Collateral in respect of any applicable Second-Priority Claims(including, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Agent or any Senior Lender in respect of the Senior Lender Claimswithout limitation, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any the Second-Priority Lien Agent or any Second-Priority Secured Party either Lien Claimholder is a party or may have holds a perfected interest through the Control Agent) or institute or commence, or join with any Person in commencing, any action or proceeding against the Parent or any other Grantor with respect to such rights as or remedies (including any action of foreclosure, enforcement, collection or execution), and will not contest, protest, seek to enjoin or object to any foreclosure proceeding or action brought by a third party beneficiary, First-Lien Agent or any other First-Lien Creditor or any other exercise by a First-Lien Agent or any such partyother First-Lien Creditor, of any rights and remedies relating to the Common Collateral under the Senior Lender First-Lien Credit Documents or otherwise in respect of Senior Lender Claimsotherwise, or (z) contest, protest, seek to enjoin or object to the forbearance by a First-Lien Agent or the Senior Lenders other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims Collateral; and (ii) except as otherwise provided herein, the Intercreditor Agent and the Senior Lenders First-Lien Agents shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of any the Second-Priority Lien Agent or any other Second-Priority Secured PartyLien Claimholder; provided, howeverthat, that (A) subject to Section 2.5(c), in any Insolvency or Liquidation Proceeding commenced by or against the Company Parent or any other Grantor, each the Second-Priority Lien Agent may file a proof of claim or statement of interest with respect to the applicable Second-Priority Claims and Lien Obligations, (B) each the Second-Priority Lien Agent may take any action (not adverse to the prior priority of the First-Lien Obligations and Liens on the Common Collateral securing the Senior Lender ClaimsFirst-Lien Obligations, or the rights rights, remedies and claims of the Intercreditor Agent First-Lien Agents or the Senior Lenders to exercise remedies in respect thereofother First-Lien Creditors) in order to createpreserve, prove, perfect, preserve perfect or protect (but not enforce) its Lien on the Collateral in a manner not otherwise inconsistent with the terms of this Agreement, (C) the Second-Lien Claimholders shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Claimholders, including any claim secured by the Collateral, if any, in each case in a manner not otherwise inconsistent with the terms of this Agreement and not adverse to the priority of the First-Lien Obligations and Liens on the Collateral securing the First-Lien Obligations or the rights, remedies and claims of the First-Lien Agents or other First-Lien Creditor, (D) the Second-Lien Claimholders shall be entitled to file any pleadings, objections, motions or agreements which assert rights inor interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case subject to the terms of this Agreement (including, without limitation, Sections 2.5 and 5.4 hereof) and in accordance with the terms of this Agreement, (E) the Second-Lien Claimholders shall be entitled to join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by First-Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with such foreclosure or proceeding, but no Second-Lien Claimholder may receive any proceeds thereof unless expressly permitted herein, and perfection and priority (E) the Second-Lien Claimholders shall be entitled to bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First-Lien Creditor, or any sale of its Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second-Lien on, Obligations unless the Common Collateralproceeds of such bid are otherwise sufficient to cause the Discharge of First-Lien Obligations. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor First-Lien Agent and the Senior Lenders other First-Lien Creditors may enforce the provisions of the Senior Lender First-Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender creditor under the Uniform Commercial Code UCC of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Agents and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Claims pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Agent or any Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Second-Priority Secured Parties. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Shared Collateral in respect of any applicable Second-Second Priority ClaimsDebt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral or any other Senior Collateral by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent any Senior Representative or any Senior Lender Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent Senior Representative or any Second-Priority Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, party of any rights and remedies relating to the Common Shared Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender ClaimsCollateral or the Senior Obligations, or (z) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Shared Collateral in respect of Senior Lender Claims Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-any Second Priority Agent Representative may file a claim or statement of interest with respect to the applicable Second-Second Priority Claims and Debt Obligations under its Second Priority Debt Facility, (B) each Second-any Second Priority Agent Representative may take any action (not adverse to the prior Liens on the Common Shared Collateral securing the Senior Lender Claims, Obligations or the rights of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03 and (E) from and after the Second Priority Enforcement Date, the Major Second Priority Representative may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral or (2) the Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to ) any Insolvency or Liquidation Proceeding. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent Senior Representatives and the Senior Lenders Secured Parties may enforce the provisions of the Senior Lender Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims Obligations has not occurred, each Second-Second Priority AgentRepresentative, on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Shared Collateral or any proceeds Proceeds of Common Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Shared Collateral in respect of the applicable Second-Second Priority ClaimsDebt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a3.01(a), the sole right of the Second-Second Priority Agents Representatives and the Second-Second Priority Secured Debt Parties with respect to the Common Shared Collateral is to hold a Lien on the Common Shared Collateral in respect of the applicable Second-Second Priority Claims Debt Obligations pursuant to the Second-Second Priority Documents, as applicable, Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of Senior Lender Claims Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a3.01(a), (i) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that no Second-neither such Second Priority Agent or Representative nor any Second-such Second Priority Secured Debt Party will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Party with respect to the Common Shared Collateral under the Senior Loan Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Common Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second-Second Priority AgentRepresentative, for itself and on behalf of each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, hereby waives any and all rights it or any Second-such Second Priority Secured Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties seek to enforce or collect the Senior Lender Claims Obligations or the Liens granted in on any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent any Senior Representative or any other Senior Lenders Secured Party is adverse to the interests of the Second-Second Priority Secured Debt Parties. (d) Each Second-Second Priority Agent Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Debt Documents. (e) Until the Discharge of Senior Obligations, the Designated Senior Representative shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations, the Designated Second Priority Representative who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Second Priority Representative who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Priority Debt Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents; provided, however, that nothing in this Section shall impair the right of any Second Priority Representative or other agent or trustee acting on behalf of the Second Priority Debt Parties to take such actions with respect to the Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Priority Debt Parties or the Second Priority Debt Obligations.