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.

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. In exercising , (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 remedies with respect (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 Senior Lender Collateralextent such action is not inconsistent with, or could not result in a resolution inconsistent with, the Intercreditor Agent and the Senior Lenders may enforce the provisions terms 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 jurisdictionthis Agreement.

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.

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.

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.

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.

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.

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 and deliver any such Equipment Certificates in one or more parcels at public or private sale or sales, at any location or locations at the option of the Pass Through Trustee, all upon foreclosuresuch 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 incur expenses sell or otherwise dispose of any Equipment Certificates pursuant to this Section 7.01, the Pass Through Trustee shall take such of 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 this Section 7.01 shall not, in the reasonable judgment of the Pass Through Trustee, be adverse to the best interests of 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 remedies 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 jurisdictiontherewith.

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.Debt Facility,

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.

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.

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.

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.

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.

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 Borrower, any ABL Borrower 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 any applicable Second-ABL Priority ClaimsCollateral, 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 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 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 beneficiaryABL Claims, 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 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 Claims and (ii) except as otherwise provided herein, the Intercreditor Agent ABL Agents 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 Borrower, any ABL Borrower 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 Claims and Term Loan Claims, (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 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 and (C) a Term Loan Agent may appoint an administrator of an English Grantor in the circumstances contemplated by Section 2.1(e); 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 Term Loan Obligations, and demanded payment thereof and (ii) the date on which each of the ABL Agents have 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 Agents 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”); provided further, however, that after the expiration of the Term Loan Standstill Period, so long as neither any ABL Agent nor any other ABL Lenders have commenced any action to enforce their Lien on any material portion of the ABL Priority Collateral, in the event that and for so long as the Term Loan Lenders (or the Term Loan Agent on their behalf) have commenced any actions to enforce their Lien with respect to all or any material portion of the ABL Priority Collateral to the extent permitted hereunder and are diligently pursuing in good faith such actions, neither the ABL Lenders nor the ABL Agents shall take any action of a similar nature with respect to such ABL Priority Collateral without the prior written consent of the Term Loan Agents; provided that all other provisions of this Agreement are complied with. 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 discretiondiscretion consistent with the terms of the ABL Loan Documents. Such exercise and enforcement shall include the rights of an agent or any holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) 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 of any applicable jurisdiction Code, the PPSA or the Mortgages Act and of a secured creditor under Bankruptcy Debtor Relief Laws of any applicable jurisdiction.

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 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 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 to the extent not inconsistent with the terms of this Agreement, and (E) 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). 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.

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.

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 CollateralShared Collateral and (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. 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.

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.

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 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 ClaimsObligations, 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 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 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 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 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 Debt Obligations under its Second Priority Debt Facility in a manner that is consistent with the terms and conditions of this Agreement, (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 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, to the extent provided and subject to the restrictions contained 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 Secured 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 that is not permitted by this Agreement of the claims or Liens of the Second Priority Secured Parties or the avoidance of any Second Priority Lien to the extent not inconsistent with the terms of this Agreement, (E) any Second Priority Secured Party may (subject to the provisions of Section 6.10(b)) 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 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) a Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to any of the Shared Collateral or (2) any 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 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 or any other applicable Law of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

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.

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.

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 (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 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 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 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 (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 CollateralCollateral and (C) 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. 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.

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 CSC or any other Grantorof its subsidiaries, (i) no Second-Priority the Second Lien Collateral Agent or any Second-Priority Secured Party and the Noteholders will (x) not exercise or seek to exercise any rights or remedies (including by way of setoff) 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 (remedies, including any action of foreclosure), (y) or 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 beneficiaryother First Lien Creditor, or any other exercise by any such party, party of any rights and remedies relating to the Common Collateral under the Senior Lender Credit Documents or otherwise in respect of Senior Lender Claimsotherwise, or (z) object to the forbearance by the Senior Lenders First Lien Collateral Agent or the 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 and (ii) except as otherwise provided herein, the Intercreditor First Lien Collateral Agent and the Senior Lenders other First Lien Creditors shall have the exclusive right to enforce rights, exercise remedies (including by way of setoff and the right to credit bid their debt) ), refrain from enforcing or exercising remedies, 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 PartyNoteholder, all as if the Lien of the Second Lien Collateral Agent for the benefit of the Noteholders on the Common Collateral under the Noteholder Collateral Documents did not exist; provided, however, provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Guarantor, the Second Lien Collateral Agent or any other Grantor, each Second-Priority Agent Noteholder may file a claim or statement of interest with respect to the applicable Second-Priority Claims and Noteholder Claims, (B) each Second-Priority the Second Lien Collateral Agent or any Noteholder 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) Claims in order to createestablish, provepreserve, perfectperfect or protect its rights in the Common Collateral, (C) the Second Lien Collateral Agent or any Noteholder shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Guarantor arising under either the Bankruptcy Code or applicable non-bankruptcy law, in each case not otherwise in contravention of the terms of this Agreement and (D) the Second Lien Collateral Agent or any Noteholder shall be entitled to file any proof of claim and other filings and make any arguments and motions in order to preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien onon the Common Collateral that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the Indenture and the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Common Collateral, the Intercreditor First Lien Collateral Agent and the Senior Lenders or any other First Lien Creditors may enforce the provisions of the Senior Lender Loan Documents and exercise remedies thereunder, all in such order and in such manner as they it may determine in the exercise of their its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them the First Lien Collateral Agent and the other First Lien Creditors 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 party under the Uniform Commercial Code UCC of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws bankruptcy or similar laws of any applicable jurisdiction.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims has not occurred, even if an event of default has occurred and remains uncured under the Parity Lien Collateral Documents, and 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 the Parity Lien Collateral Agent, for itself and on behalf of the Trustee, any other agent, trustee or any Second-Priority Secured Party representative for Parity Lien Debt and the Noteholders, agrees that neither it nor they will (x) exercise or seek to exercise any rights or remedies as a secured creditor (including setoffset-off) with respect to any Common Collateral in respect on account of any applicable Second-Priority Parity Lien Claims, institute any action or proceeding with respect to such rights the Common Collateral, or exercise any remedies against the Common Collateral (including any action of foreclosure), (y) or contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor First-Lien Agent or any Senior Lender in respect of the Senior Lender Claims, the any 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 the Trustee, any Second-Priority other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any Second-Priority Secured Party either Noteholder is a party or may have rights as a third party beneficiaryparty, or any other exercise by any such party, of any rights and remedies as a secured creditor 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 or on behalf of 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 Claims, and (ii) except as otherwise provided herein, the Intercreditor First-Lien Agent and the Senior 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 sale, release, disposition disposition, or restrictions with respect to the Common Collateral as a secured creditor without any consultation with or the consent of any Second-Priority the Trustee, the Parity Lien Collateral Agent or any Second-Priority Secured PartyNoteholder; provided, however, provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, the Company Parity Lien Collateral Agent, the Trustee, any other agent, trustee or representative for Parity Lien Debt or any other Grantor, each Second-Priority Agent Noteholder may file a claim or statement of interest or proof of claim with respect to the applicable Second-Priority Claims and Parity Lien Claims, (B) each Secondto the extent it (i) would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of the First-Priority Lien Agent or any other Senior Lender in respect of the Common Collateral or (ii) is not otherwise inconsistent with the terms of this Agreement, the Parity Lien Collateral Agent, the Trustee, any other agent, trustee or representative for Parity Lien Debt or any Noteholder 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) Claims in order to createpreserve, prove, perfect, preserve perfect or protect (but not enforce) its rights in, the validity and perfection and priority enforceability of its Lien on, Liens in the Common Collateral, (C) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of the First-Lien Agent or any other Senior Lender in respect of the Common Collateral, the Parity Lien Collateral Agent, the Trustee, any other agent, trustee or representative for Parity Lien Debt or any Noteholder shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the Parity Lien Claims, including without limitation any claims secured by the Common Collateral, if any, in each case in accordance with the terms of this Agreement, or (D) the Parity Lien Collateral Agent, the Trustee, any other agent, trustee or representative for Parity Lien Debt or any Noteholder 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 Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Common Collateral, the Intercreditor 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 upon foreclosure, to cause the Grantors to deliver a transfer document in lieu of foreclosure to the Senior Lenders or any nominee of the Senior Lenders, to incur reasonable expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a mortgagee in any applicable jurisdiction and a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. Upon the Discharge of Senior Lender Claims, the Parity Lien Collateral Agent, for itself and on behalf of the Trustee, any other agent, trustee or representative for Parity Lien Debt and the Noteholders, will not be required to release their claims on any Common Collateral that has not been sold or otherwise disposed of in connection with the Discharge of Senior Lender Claims.

Exercise of Remedies. (a) So long as Prior to the Discharge of Senior Lender Claims has not occurredTermination Date, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorObligor, (i) no Second-Priority Agent or any Second-Priority Secured Party the Trustee and the Noteholders will not (xA) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in respect of any applicable Second-Priority ClaimsCollateral, or institute any action or proceeding with respect to such rights or remedies (including remedies, including, without limitation, any action of foreclosure), (yB) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor either Agent or any Senior Lender in respect of the Senior Lender ClaimsLender, the or any 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 cash management agreement, landlord waiver or bailee’s '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 Claimsotherwise, or (zC) object to the forbearance by the Agents and the Senior Lenders or any of them 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 Collateral. Prior to the Senior Lender Claims and (ii) except as otherwise provided hereinTermination Date, the Intercreditor Agent Agents and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including including, without limitation, 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 Second-Priority Agent the Trustee or any Second-Priority Secured PartyNoteholder. The Trustee, for itself and on behalf of the Noteholders, agrees that, unless and until the Senior Lender Termination Date has occurred: the Trustee and the Noteholders will not commence, or join with any Person (other than the Senior Lenders and the Agents upon the request thereof) in commencing any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it under any of the Noteholder Documents or otherwise; providedand the Trustee and the Noteholders will not take any action that would hinder any exercise of remedies undertaken by the Agents or any Senior Lender under any of the Senior Lender Documents, including any sale, lease, exchange, transfer, or other disposition of any Common Collateral, whether by foreclosure or otherwise. Notwithstanding the foregoing, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Obligor, the Company or any other Grantor, each Second-Priority Agent Trustee may file a claim or statement of interest with respect to the applicable Second-Priority Claims Noteholder Debt, and (B) each Second-Priority Agent the Trustee may take any action (action, not adverse to the prior Liens on the Common Collateral securing any of the Senior Lender ClaimsDebt and otherwise not inconsistent with the terms and conditions of this Agreement, 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 Trustee's Liens in the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Common Collateral, the Intercreditor Agent Agents and the Senior Lenders or any of them 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 include, without limitation, 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 party under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under the Bankruptcy Laws Code or similar laws of any applicable jurisdiction. Without limiting the generality of the foregoing, unless and until the Senior Lender Termination Date has occurred, except as expressly provided above in this Section 3.1(a), the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Noteholder Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Senior Lender Termination Date has occurred.

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.

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 a third party beneficiaryor 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 the First-Lien Agent or any other First-Lien Creditor or any other exercise by the 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 the Senior Lenders First-Lien 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 Collateral; and (ii) except as otherwise provided herein, the Intercreditor 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 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 First-Lien Agent 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 Agent 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.

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, howeverthat the Second-Priority Representative or any Second-Priority Secured Party 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-Priority Representatives of such Second-Priority Representative’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 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 (the “Second-Priority Standstill Period”) unless a First-Priority Representative has commenced and is diligently pursuing remedies with respect to any material portion of the Common Collateral (or attempted to commence such exercise of remedies and is stayed by applicable Insolvency or Liquidation Proceedings); provided further, 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.

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-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 12 NOTE Include to the extent the Collateral Trust Agreement is in effect on the date of this Agreement. 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, (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 (and subject to the occurrence thereof), 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 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.

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 Company, any 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 or other enforcement 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 or other enforcement 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 (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Second Priority Representative or any other Grantor, each Second-Second Priority Agent Debt Party may file exercise any or all such rights after the passage of a claim or statement period of interest with respect 180 days from the date of delivery of a notice in writing to the applicable Second-Designated Senior Representative of such Second Priority Claims and (B) each Second-Representative’s or 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 Debt Party’s intention to exercise remedies in respect thereof) in order its right 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 take 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.actions,

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.

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.

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.

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.

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 Parent or any other Grantor, : (i) no Second-Priority Agent or any Second-Priority Secured Party the Second Lien Collateral Trustee and the Second Lien Claimholders 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 Agent any First Lien Claimholder Representative or any Senior Lender in respect of the Senior Lender ClaimsFirst Lien Claimholder, 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 's letter or similar agreement or arrangement to which any Second-Priority Agent the Second Lien Collateral Trustee or any Second-Priority Secured Party either Second Lien Claimholder is a party or may have rights as a third party beneficiaryparty, or any other exercise by any such partyFirst Lien Claimholder Representative or any First 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 (z) object to the forbearance by any First Lien Claimholder Representative or the Senior Lenders 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 in respect of Senior Lender Claims Collateral; and (ii) except as otherwise provided herein, the Intercreditor Agent First Lien Claimholder Representative(s) 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 Agent the Second Lien Collateral Trustee or any Second-Priority Secured PartySecond Lien Claimholder; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Parent or any other Grantor, each Second-Priority Agent the Second Lien Collateral Trustee may file a claim or statement of interest with respect to the applicable Second-Priority Claims Second Lien Obligations, and (B) each Second-Priority Agent the Second Lien Collateral Trustee 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 Agent any First Lien Claimholder Representative or the Senior Lenders First Lien Claimholders 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 Agent any First Lien Claimholder Representative 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 First Lien Claimholder under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

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 any Loan Document Claimholder to exercise rights or remedies with respect to the Collateral) in order to create or perfect their Liens in and to the Collateral, (ii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by them any person objecting to sell or otherwise dispose seeking the disallowance of Common the claims of Txxxxxx or any other Seller, including any claims secured by the Collateral, if any, (iii) if an Insolvency Proceeding has been commenced by or against Borrower or any Guarantor, file a claim or statement of interest with respect to the Txxxxxx Debt, (iv) vote on any plan of reorganization and make any filings and motions that are, in each case, not in contravention of the provisions of this Agreement, with respect to the Txxxxxx Debt and the Collateral, 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 upon foreclosureinitiated by a Loan Document Claimholder to the extent that any such action could not reasonably be expected, in any material respect, to incur expenses in connection restrain, hinder, limit, delay for any material period or otherwise interfere with such sale or disposition, and enforcement action by such Loan Document Claimholder (it being understood that neither Txxxxxx nor any other Seller shall be entitled to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of receive any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdictionproceeds thereof unless otherwise expressly permitted herein).

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, 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 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 as a secured party 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 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 proof of 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 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.

Exercise of Remedies. (a) So long as Prior to the Discharge of Senior First Lien Lender Claims has not occurredTermination Date, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor, the Company or any Second Lien Agent and the other Grantor, Noteholders will not (i) no Second-Priority Agent or any Second-Priority Secured Party will (xA) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in respect of any applicable Second-Priority ClaimsCollateral, or institute any action or proceeding with respect to such rights or remedies (including remedies, including, without limitation, any action of foreclosure), (yB) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor First Lien Agent or any Senior Lender in respect of the Senior Lender Claimsother First Lien Lender, the or any 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 cash management 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 First Lien Lender Documents or otherwise in respect of Senior Lender Claimsotherwise, or (zC) object to the forbearance by the Senior First Lien Agent and the other First Lien Lenders or any of them 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 Collateral. Prior to the First Lien Lender Claims and (ii) except as otherwise provided hereinTermination Date, the Intercreditor First Lien Agent and the Senior other First Lien Lenders shall have the exclusive right to enforce rights, exercise remedies (including including, without limitation, 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 Second-Priority the Second Lien Agent or any Second-Priority Secured Partyother Noteholder; provided, however, provided that (Ai) in any Insolvency Proceeding commenced by or against any Obligor, the Second Lien Agent may file a proof of claim with respect to the Noteholder Debt and the Noteholders may vote with respect to any Conforming Plan of Reorganization, (ii) the Second Lien Agent may (x) send such notices of the existence of, or any evidence or confirmation of, the Noteholder Debt under the Noteholder Documents or the Liens of the Second Lien Agent, or any other collateral agent, agent or representative of the Noteholders which has appointed the Second Lien Agent to act for, and bind, it (and all Noteholders for which it acts as collateral agent, agent or representative) under and for purposes of this Agreement, in the Collateral to any court or governmental agency or (y) file or record any such notice or evidence to the extent necessary to prove or preserve the Liens of the Second Lien Agent, or any other collateral agent, agent or representative of the Noteholders which has appointed the Second Lien Agent to act for, and bind, it (and all Noteholders for which it acts as collateral agent, agent or representative) under and for purposes of this Agreement, in the Collateral, (iii) the Second Lien Agent 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 any Noteholder, including any claims secured by the Collateral, in each case to the extent not inconsistent with the terms of this Agreement, (iv) the Second Lien Agent or any other collateral agent, agent or representative of the Noteholders which has appointed the Second Lien Agent to act for, and bind, it (and all Noteholders for which it acts as collateral agent, agent or representative) under and for purposes of this Agreement, may take action in order to create, perfect or preserve (but not enforce) its Lien on any Collateral, (v) in any Insolvency or Liquidation Proceeding commenced by Proceeding, the Second Lien Agent and Noteholders shall be entitled to file any pleadings, objections, motions or against agreements which assert rights or interests available to unsecured creditors of the Company Obligors arising under either applicable bankruptcy law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement, (vi) in any Insolvency or Liquidation Proceeding, the Second Lien Agent and Noteholders shall be entitled to vote on any plan of reorganization, to the extent consistent with the provisions hereof (it being understood that the Second Lien Agent and Noteholders shall not be permitted to vote in favor or support of any plan of reorganization that is not a Conforming Plan or Reorganization), and (vii) the Second Lien Agent or any other Grantor, each Second-Priority Agent Noteholder may file a claim exercise any of its rights or statement of interest remedies with respect to the applicable Second-Priority Claims Collateral after termination of the Standstill Period. The Second Lien Agent, for and on behalf of the Noteholders, agrees that, unless and until the First Lien Lender Termination Date has occurred, the Second Lien Agent and the other Noteholders will not commence, or join with any Person (Bother than the First Lien Agent and/or the other First Lien Lenders upon the request thereof) each Second-Priority in commencing any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it under any of the Noteholder Documents or otherwise; and the Second Lien Agent may and the other Noteholders will not take any action (not adverse to that would hinder any exercise of remedies undertaken by the prior Liens on First Lien Agent or any other First Lien Lender under any of the Common Collateral securing the Senior First Lien Lender ClaimsDocuments, including any sale, lease, exchange, transfer, or the rights other disposition of the Intercreditor Agent any Collateral, whether by foreclosure 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 Collateralotherwise. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor First Lien Agent and the Senior other First Lien Lenders or any of them may enforce the provisions of the Senior First Lien 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 include, without limitation, 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 party under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under the Bankruptcy Laws Code or similar laws of any applicable jurisdiction. Without limiting the generality of the foregoing, unless and until the First Lien Lender Termination Date has occurred, except as expressly provided above in this Section 3.1(a) or the proviso of Section 3.1(b), the sole right of the Second Lien Agent and the other Noteholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Noteholder Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the First Lien Lender Termination Date has occurred.

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.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims has Obligations have not occurredbeen paid in full, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower, the Parent or any of its Subsidiaries (other Grantorthan Excluded Subsidiaries), (i) no Second-Priority the Junior Collateral Agent or any Second-Priority and the Junior Obligations Secured Party Parties (by their acceptance of the benefits of the Junior Documents) will not (x1) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Senior Obligations Collateral in respect of any applicable Second-Priority Claimssecuring the Junior Obligations, (2) institute any action or proceeding with respect to such rights or remedies Senior Obligations Collateral securing the Junior Obligations (including including, without limitation, any action of foreclosure), contest or protest) or (y3) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Senior Collateral Agent or any Senior Lender in respect of the Senior Lender Claims, Obligations Secured Party or the exercise of any right by the Intercreditor Agent or under 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 Obligations Collateral Document or similar agreement or arrangement to which any Second-Priority the Senior Collateral Agent or any Second-Priority Senior Obligations Secured Party either is a party or may have rights as a third party beneficiaryparty, or any other exercise by any such party, party of any rights and remedies remedies, in each case relating to the Common Senior Obligations Collateral under the Senior Lender Documents or otherwise in respect otherwise; or, except as provided herein, object to any release of any or all of the Senior Lender ClaimsObligations Collateral for any purpose, or (z) object to the forbearance by the Senior Lenders Collateral Agent or Senior Obligations 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 Senior Obligations Collateral; provided, however, that nothing herein shall be construed to impair the right of Senior Lender Claims the Junior Obligations Secured Parties to exercise their rights and remedies as unsecured creditors pursuant to Section 5.4 of this Agreement; and (ii) except as otherwise provided hereinsubject to the rights of the Junior Collateral Agent and the Junior Obligations Secured Parties under the proviso to clause (i) above, the Intercreditor Senior Collateral Agent and the Senior Lenders Obligations 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 disposition, or restrictions with respect to the Common Senior Obligation Collateral without any consultation with or the consent of any Second-Priority the Junior Collateral Agent or any Second-Priority other Junior Obligations Secured Party, and the Junior Collateral Agent shall take any action reasonably requested by the Senior Collateral Agent in order to effectuate any such enforcement, exercise, release or disposition; provided, however, that (Ax) in any Insolvency or Liquidation Proceeding commenced by or against any Loan Party, the Company or any other Grantor, each Second-Priority Junior Collateral Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims Junior Obligations Collateral, (y) the Junior Collateral Agent and (B) each Second-Priority Agent the Junior Obligations Secured Parties may take any action (not Express – Intercreditor Agreement 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) Obligations Secured Parties in order to create, prove, perfect, preserve or protect (but not enforce) its their rights inin the Senior Obligations Collateral and the Junior Collateral Agent may act in coordination with, and perfection and priority of its Lien onnot in a manner adverse to, the Common Senior Collateral Agent and the Senior Obligations Secured Parties in exercising any remedies initiated by the Senior Collateral Agent or Senior Obligations Secured Parties with respect to the Senior Obligations Collateral, and (z) at any time that a Junior Obligations Event of Default has occurred and as long as such Junior Obligations Event of Default is continuing, the Required ABL Lenders or the Required Term Loan Lenders, as applicable, may instruct the applicable Junior Administrative Agent to declare Junior Obligations under the applicable Junior Credit Agreement to be forthwith due and payable in accordance with Section 6.01 of the applicable Junior Credit Agreement, whereupon the Junior Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind. In exercising rights and remedies with respect to the Senior Lender Obligations Collateral, the Intercreditor Senior Collateral Agent and each Senior Obligations Secured Party (by its acceptance of the benefits of the Senior Lenders Documents) 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, subject to acting in a commercially reasonable manner in accordance with the UCC and the terms of this Agreement and the other Senior Documents. Such exercise and enforcement shall include include, without limitation, the rights of an agent appointed by them to sell or otherwise dispose of Common such Senior Obligations 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 jurisdictionDebtor Relief Laws.

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.

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, Loan Party: (i) no Second-Priority the Second Lien 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 setoffother than enforcing reporting, inspection or similar rights) 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 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 Agent may exercise any or all such rights (but not rights the exercise of which is otherwise prohibited by this Agreement including Section 6 hereof) after a period (the "STANDSTILL PERIOD") of 120 consecutive days has elapsed from the date of delivery of written notice to the First Lien 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 the First Lien 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 all or a material portion of 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 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 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 and (z) will not object to the forbearance by the Senior Lenders First Lien 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 Agent and the Senior Lenders First Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt, except as set forth in clause (E), below) 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 Agent or any Second-Priority Second Lien Secured PartyParty (as set forth in Section 5.1 hereof); provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrower or any other GrantorLoan Party, each Second-Priority the Second Lien 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 Code 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, (E) the Second Lien Agent may credit bid the Second Lien Obligations so long as, if as a result thereof, the First Lien Secured Parties will receive at least the same amount of cash that they would have received if the next highest bidder had prevailed and (F) the Second Lien 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 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 or other applicable laws of any applicable jurisdiction. The First Lien Agent agrees to provide the lesser of (x) five (5) days' or (y) the number of days remaining in the Standstill Period, notice to the Second Lien Agent of its intent to exercise and enforce its rights or remedies with respect to the Collateral (including the "Exercise of Remedies" as defined in Section 5.1(a)(i)). If the Second Lien Agent or any Second Lien Secured Party exercises any rights or remedies with respect to the Collateral in accordance with clause (i)(x) of the first sentence of this paragraph and thereafter the First Lien Agent or First Lien Secured Parties commence (or attempt to commence or given notice of their intent to commence) the exercise of any of their rights or remedies with respect to all or a material portion of the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding), the Standstill Period shall recommence and the Second Lien Agent and the Second Lien Secured Parties shall rescind to the extent possible any such rights or remedies already exercised with respect to the Collateral.

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 Holdings, the Company Borrower or any other Grantor, : (i) no the Second-Priority Lien Collateral Agent or any and the other Second-Priority Secured Party Lien Creditors will (x) 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 right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, if any, to which the Second-Priority ClaimsLien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, institute or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding), (y) and 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 subother First-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, Lien Creditor or any other exercise by the First-Lien Collateral 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) 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 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 other First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, 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 the Second-Priority Lien Collateral Agent or any other Second-Priority Secured PartyLien Creditor, all as though the Liens of the Second-Lien Collateral Agent under the Second-Lien Documents 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 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 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 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 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 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 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.

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.

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.

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 any Borrower or any other Grantor, (i) no Second-except as provided in clause (ii) below, neither any Second Priority Agent or Representative nor any Second-Second Priority Secured Debt Party will (w) take (or join with any Person taking) any Enforcement Action in respect of any Secured Obligations of any Grantor or Shared Collateral in respect of any Second Priority Debt (including, without limitation, any claims for unpaid amounts due to any Second Priority Representative and/or any Second Priority Debt Party by any Grantor), (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, including, without limitation, under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement with respect to Shared Collateral to which the Second Priority Representative or any Senior Secured Party either is a party or may have rights as a third party beneficiary, 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 Enforcement Action in respect of the Senior Collateral or any foreclosure proceeding or action brought with respect to the Common 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 or remedy 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, including, without limitation, 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 Senior Collateral under the Senior Lender Debt Documents or otherwise in respect of the Senior Lender Claims, Collateral under the Senior Debt Documents 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 PartyDebt Party (but subject always to the provisions of Section 5.01); provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company any 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 under its Second Priority Debt Document against such Borrower or Guarantor (as the case may be), (B) each Second-the Second Priority Agent Debt Parties 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, or otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 5.01(a)) 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 in respect of a Grantor 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 to the extent not inconsistent with the terms of this Agreement (without prejudice to the automatic release of Second Priority Liens provided in Section 5.01(a)), (E) the Designated Senior Representative will (1) use its reasonable efforts to advise the Designated Second Priority Representative at reasonable intervals of the status of any lien enforcement actions conducted by the Designated Senior Representative (provided that the failure of the Designated Senior Representative to so advise the Designated Second Priority Representative shall not impair or affect the Designated Second Priority Representative’s or any Second Priority Debt Party’s obligations to the Designated Senior Representative and the Senior Secured Parties, the Senior Secured Parties’ rights hereunder, the enforceability of this Agreement or any liens created or granted hereby or under any Senior Collateral Document) and (2) prior to foreclosing upon, or otherwise taking Enforcement Action in respect of, all or a material portion of the Shared Collateral, provide the Designated Second Priority Representative with at least five (5) Business Days’ written notice of its intent to commence such foreclosure or other such Enforcement Action, (F) the Designated Second Priority Representative may vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions in respect of a Grantor that are, in each case, solely pursuant to the Bankruptcy Code or other applicable Debtor Relief Law and in accordance with the terms of this Agreement, with respect to the Second Priority Debt and the Shared Collateral, (G) the Second Priority Debt Parties 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 any Senior Representative or any 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 an Enforcement Action by any Senior Representative or any Senior Secured Party and (H) solely during the Second Priority Enforcement Period, the Designated Second Priority Representative may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral, Second Priority Debt, or any unpaid amounts due to the Designated Second Priority Representative and/or any Second Priority Debt Party, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), provided, that, the Designated Second Priority Representative will (1) use its reasonable efforts to advise the Designated Senior Representative at reasonable intervals of the status of any lien enforcement actions or Enforcement Action in respect of the Shared Collateral conducted by the Designated Second Priority Representative (provided that the failure of the Designated Second Priority Representative to so advise the Designated Senior Representative shall not impair or affect the Second Priority Debt Parties’ rights hereunder, the enforceability of this Agreement or any liens created or granted hereby or under any Second Priority Collateral Document) and (2) prior to foreclosing upon, or otherwise taking Enforcement Action in respect of, all or a material portion of the Shared Collateral or taking Enforcement Action in respect of the Shared Collateral, provide the Designated Senior Representative with at least five (5) Business Days’ written notice of its intent to commence such foreclosure or Enforcement Action. In exercising rights and remedies with respect to the Senior Lender CollateralCollateral as permitted under this Agreement, 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. In exercising rights and remedies with respect to the Second Priority Collateral as permitted under this Agreement, the Second Priority Representatives and the Second Priority Secured Parties may enforce the provisions of the Second 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 (or any other relevant law) and of a secured creditor under Bankruptcy Debtor Relief Laws of any applicable jurisdiction.

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.

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.

Exercise of Remedies. (a) So long as Until the Discharge of Senior Lender Claims has not occurredSecured Debt Obligations have been Paid in Full, whether or not any an Insolvency or Liquidation Proceeding has been commenced by or against the Company Debtors, the Senior Collateral Agent shall have the exclusive right to take or continue any Enforcement Action with respect to the Collateral or any other Grantorassets of the Debtors, including the exclusive right to manage, perform and enforce (or not enforce) the terms of the Senior Secured Debt Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in such order and manner as it may determine in its sole discretion (in accordance with and subject to the terms of the Senior Secured Debt Documents), including, without limitation, the exclusive right to take or retake control or possession of any Collateral and to make determinations regarding the release, disposition or restrictions with respect to the Collateral, without any consultation with or the consent of the Subordinated Lender. In that regard, no Subordinated Party shall, without the prior written consent of the Senior Collateral Agent (i) no Second-Priority Agent take or continue any Second-Priority Secured Party will Enforcement Action, (xii) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in respect of any applicable Second-Priority ClaimsCollateral, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (yiii) contest, protest or object to any foreclosure proceeding or action Enforcement Action brought with respect to the Common Collateral by the Intercreditor Senior Collateral 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 (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 beneficiaryDebt Obligations, or any other exercise by any such party, party of any rights and remedies relating to the Common Collateral under the Senior Lender Secured Debt Documents or otherwise in respect of the Senior Lender ClaimsSecured Debt Obligations, or (ziv) object to the forbearance by the Senior Lenders Secured Parties from bringing or pursuing any foreclosure proceeding Enforcement Action or other 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 hereinSecured Debt Obligations. Notwithstanding anything to the contrary in this Agreement, the Intercreditor Agent Subordinated Lender may, subject to Section 8.02, file and defend proofs of claim against 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) Debtors in any Insolvency or Liquidation Proceeding commenced by or against involving 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 jurisdictionDebtors.

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 the Second Priority Representative or any Second Priority Debt Party 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 each Senior Representative of any 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 (the “Second Priority Standstill Period”) unless a Senior Representative has commenced and is diligently pursuing remedies with respect to any portion of the Collateral (or attempted to commence such exercise of remedies and is stayed by applicable Insolvency and Liquidation Proceedings); 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 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 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.

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.

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 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 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 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 Claims, so long as any proceeds received by the ABL Agent in excess of those necessary to achieve a Discharge of ABL Claims are distributed in accordance with Section 4.2 and applicable law 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 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 and, subject to clause (C) of the proviso in Section 3.1(b), 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 in the case of the foregoing clauses (i) and (ii), (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 may 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 Term Loan Lenders, including any claims secured by the ABL Priority Collateral, in accordance with the terms of this Agreement, (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 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 and (C) a Term Loan Agent or any Term Loan Lender may bid for or purchase ABL Priority Collateral at any public, private or judicial foreclosure on such Collateral initiated by the ABL Agent or any sale of ABL Priority Collateral during an Insolvency or Liquidation proceeding (provided that such bid may not include a “credit bid” in respect of any Term Loan Claims unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of ABL Claims); 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 Term Loan Obligations, and demanded payment thereof and (ii) the date on which the ABL Agent has received notice thereof from such Term Loan Agent (such notice, a “Term Loan Enforcement Notice”); 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) 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.

Exercise of Remedies. (a) So long as the Discharge of Senior Lender Claims has not occurred, even if an event of default has occurred and remains uncured under the Noteholder Collateral Documents, and 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 the Trustee, the Noteholder Collateral Agent, and the Noteholders will (x) not exercise or seek to exercise any rights or remedies as a secured creditor (including setoffset-off) with respect to any Common Collateral in respect on account of any applicable Second-Priority Noteholder Claims, institute any action or proceeding with respect to such rights the Common Collateral, or exercise any remedies against the Common Collateral (including any action of foreclosure), (y) or contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor First-Lien Agent or any Senior Lender in respect of the Senior Lender Claims, the any 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 the Trustee, the Noteholder Collateral Agent, or any Second-Priority Secured Party either Noteholder is a party or may have rights as a third party beneficiaryparty, or any other exercise by any such party, of any rights and remedies as a secured creditor 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 or on behalf of 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 Claims, and (ii) except as otherwise provided herein, the Intercreditor First-Lien Agent and the Senior 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 sale, release, disposition disposition, or restrictions with respect to the Common Collateral as a secured creditor without any consultation with or the consent of any Second-Priority the Trustee, the Noteholder Collateral Agent or any Second-Priority Secured PartyNoteholder; provided, however, provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, the Company Trustee or any other Grantor, each Second-Priority Agent Noteholder may file a claim or statement of interest or proof of claim with respect to the applicable Second-Priority Claims and Noteholder Claims, (B) each Secondto the extent it (i) would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of the First-Priority Lien Agent or any other Senior Lender in respect of the Common Collateral or (ii) is not otherwise inconsistent with the terms of this Agreement, the Trustee or any Noteholder 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) Claims in order to createpreserve, prove, perfect, preserve perfect or protect (but not enforce) its rights in, the validity and perfection and priority enforceability of its Lien on, Liens in the Common Collateral, (C) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of the First-Lien Agent or any other Senior Lender in respect of the Common Collateral, the Trustee or any Noteholder shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the Noteholder Claims, including without limitation any claims secured by the Common Collateral, if any, in each case in accordance with the terms of this Agreement, or (D) the Trustee or any Noteholder 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 Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Common Collateral, the Intercreditor 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 upon foreclosure, to cause the Grantors to deliver a transfer document in lieu of foreclosure to the Senior Lenders or any nominee of the Senior Lenders, to incur reasonable expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a mortgagee in any applicable jurisdiction and a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. Upon the Discharge of Senior Lender Claims, the Trustee, and the Noteholder Collateral Agent, on behalf of themselves and the Noteholders, will not be required to release their claims on any Common Collateral that has not been sold or otherwise disposed of in connection with the Discharge of Senior Lender Claims.

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 Term Loan Borrower, any ABL Borrower 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 any applicable Second-ABL Priority ClaimsCollateral, 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 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 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 beneficiaryABL Claims, or any other exercise by any such party, 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 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 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 Term Loan Borrower, any ABL Borrower 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 Claims 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 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 (i) a Term Loan Agent has declared the existence of an “Event of Default” under the applicable Term Loan Credit Agreement, accelerated (to the extent such amount was not already due and owing) the payment of the principal amount of all Term Loan Obligations and demanded payment thereof and (ii) 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”); provided further, however, that after the expiration of the Term Loan Standstill Period, so long as neither the ABL Agent nor any other ABL Lenders have commenced any action to enforce their Lien on any material portion of the ABL Priority Collateral, in the event that and for so long as the Term Loan Lenders (or the Term Loan Agent on their behalf) have commenced any actions to enforce their Lien with respect to all or any material portion of the ABL Priority Collateral to the extent permitted hereunder and are diligently pursuing in good faith such actions, neither the ABL Lenders nor the ABL Agent shall take any action of a similar nature with respect to such ABL Priority Collateral without the prior written consent of the Term Loan Agents; provided that all other provisions of this Agreement are complied with. 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 discretiondiscretion consistent with the terms of the ABL Loan Documents. 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 of any applicable jurisdiction and of a secured creditor under Bankruptcy Debtor Relief Laws of any applicable jurisdiction.

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) 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 enforcement, collection, execution, levy or foreclosure), (y) contest, protest or object to any foreclosure foreclosure, power of sale or other similar 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, provided that the respective interests of the Second Priority Secured Parties attach to the proceeds thereof, subject to the relative priorities described in this Agreement, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure foreclosure, power of sale or other similar 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 hereinherein (including Section 5.1), 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 without any consultation with with, or the consent 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 (including, without limitation, sending such notices of the existence of, or any evidence or confirmation of, the Second Priority Claims or the Liens of the Second Priority Agent in the Common Collateral to any court or governmental agency, or filing or recording any such notice or evidence to the extent necessary or appropriate to prove or preserve the Liens of the Second Priority Agent in the Common Collateral), (C) in any Insolvency or Liquidation Proceeding commenced by or against any Borrower or any other Grantor, the Second Priority Agent may file any necessary or appropriate responsive pleadings in opposition to any motion, 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 Grantor arising under any applicable Bankruptcy Law or applicable non-bankruptcy law and (E) each Second Priority Agent (pursuant to the instructions of the requisite amount of Second Priority Secured Parties) and each Second Priority Secured Party may vote on any Plan of Reorganization in any Insolvency or Liquidation Proceeding of any 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. 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, power of sale or other enforcement action, 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 personal property security laws of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

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 the Junior Lien Collateral Trustee nor any Junior Priority Agent or any Second-Priority Secured Party will (x) exercise or seek to exercise any rights or remedies Enforcement Action (including setoffthe rights to set off or credit bid their debt other than as set forth in proviso (F) below) with respect to any Common Shared Collateral in respect of any applicable Second-Junior Priority ClaimsObligations, or institute (or join with any Person in instituting) any action or proceeding with respect to such rights or remedies (including any action an Enforcement Action in respect of foreclosure)the Shared Collateral, (yx) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Shared Collateral by the Intercreditor Agent or any Senior Lender Tenaska in respect of the Senior Lender ClaimsObligations, the exercise of any right by the Intercreditor Agent or any Senior Lender Tenaska (or any agent or sub-agent on their its behalf) in respect of the Senior Lender Claims Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter depositary agreement, escrow agreement or similar agreement or arrangement to which any Second-Priority Agent or any Second-Priority Secured Party Tenaska 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 Documents Transaction Agreements or otherwise in respect of the Senior Lender ClaimsCollateral, or (zy) object to the forbearance by the Senior Lenders Tenaska 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 expressly provided for herein, the Intercreditor Agent and the Senior Lenders Tenaska shall have the exclusive right to enforce rights, exercise remedies take an Enforcement Action (including setoff and the right rights to set off or credit bid their debtits debt other than as set forth in proviso (F) and make determinations regarding the release, disposition or restrictions below) with respect to the Common Shared Collateral without any consultation with or the consent of any Second-Priority Agent the Junior Lien Collateral Trustee or any Second-other Junior 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-Priority Agent the Junior Lien Collateral Trustee may file a claim claim, proof of claim, or statement of interest with respect to the applicable Second-Junior Priority Claims and Obligations, (B) each Second-Priority Agent the Junior Lien Collateral Trustee 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 or the Senior Lenders Tenaska 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 Junior Lien Collateral Trustee and the other Junior Priority Parties may exercise their rights and remedies as unsecured creditors, solely to the extent provided in Section 5.04, (D) the Junior Priority 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 Parties or the avoidance of any Junior Priority Lien to the extent not inconsistent with the terms of this Agreement, (E) the Junior Priority Parties may vote with respect to any Plan of Reorganization in a manner that is consistent with and otherwise in accordance with this Agreement, (F) the Junior Lien Collateral Trustee and the other Junior Priority Parties may credit bid their debt so long as the cash proceeds of such bid are sufficient to cause the Discharge of Senior Obligations, and (G) subject to the following proviso, from and after the Junior Priority Enforcement Date, the Junior Lien Collateral Trustee may exercise or seek to exercise any Enforcement Action (including the rights to set off or credit bid their debt other than as set forth in proviso (F) above) with respect to any Shared Collateral in respect of any Junior Priority Obligations, or institute (or join with any Person in instituting) any action or proceeding with respect to such Enforcement Action; provided that, notwithstanding the occurrence of the Junior Priority Enforcement Date, at any time prior to the commencement by the Junior Lien Collateral Trustee of the exercise of any such rights or remedies with respect to all or a material portion of the Shared Collateral following the Junior Priority Enforcement Date, in the event that Tenaska has commenced and is actively pursuing in a commercially reasonable manner any Enforcement Action with respect to all or a material portion of such Shared Collateral or otherwise continuing to fill a material portion of its obligations under the Transaction Agreements, the Junior Lien Collateral Trustee shall not be permitted to exercise or seek to exercise any Enforcement Action (including the rights to set off or credit bid their debt other than as set forth in proviso (F) above) with respect to any Shared Collateral in respect of any Junior Priority Obligations, or institute (or join with any Person in instituting) any action or proceeding with respect to such Enforcement Action (in each case of (A) through (G) 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 and the Senior Lenders Tenaska may enforce the provisions of the Senior Lender Documents Transaction Agreements and exercise remedies thereunder, all in such order and in such manner as they it may determine in the exercise of their its 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 of 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.

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.

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 GrantorObligor, (i) no Second-Priority Agent or any Second-Priority Secured Party the Trustee and the Noteholders will (x) not exercise or seek to exercise any rights or remedies (including by way of setoff) 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 (remedies, including any action of foreclosure), (y) or contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Administrative Agent or any Senior Lender in respect of the Senior Lender Claimsother Secured Party, the any exercise of any right by the Intercreditor Agent or under any Senior Lender (or any agent or sub-agent on their behalf) control agreement in respect of the Senior Lender Claims under a deposit account or securities entitlement constituting Common Collateral, or any lockbox agreement, control agreement, landlord waiver or bailee’s 's letter or similar agreement or arrangement to which any Second-Priority Agent the Trustee or any Second-Priority Secured Party either Noteholder is a party or may have rights as a third party beneficiaryparty, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Loan Documents or otherwise in respect of Senior Lender Claimsotherwise, 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 in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor Administrative Agent and the Senior Lenders other Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including by way of setoff and the right to credit bid their debt) ), refrain from enforcing or exercising remedies, 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 Agent the Trustee or any Second-Priority Secured PartyNoteholder, all as if the Lien of the Trustee under the Noteholder Collateral Documents did not exist; provided, however, provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Obligor, the Company Trustee or any other Grantor, each Second-Priority Agent Noteholder may file a claim or statement of interest with respect to the applicable Second-Priority Noteholder Claims and (B) each Second-Priority Agent the Trustee or any Noteholder 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) Claims in order to createestablish, provepreserve, perfect, preserve perfect or protect (but not enforce) its rights in, and perfection and priority of its Lien on, in the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Common Collateral, the Intercreditor Administrative Agent and the Senior Lenders or any other Secured Parties may enforce the provisions of the Senior Lender Loan Documents and exercise remedies thereunder, all in such order and in such manner as they it may determine in the exercise of their its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them the Administrative Agent and the other Secured Parties 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 party under the Uniform Commercial Code UCC of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws bankruptcy or similar laws of any applicable jurisdiction.

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.

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 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.

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.

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 Lead Borrower, the Canadian Borrowers, the Additional US Borrowers, any other ABL Borrower 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 any applicable Second-ABL Priority ClaimsCollateral, 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 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 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 beneficiaryABL Claims, or any other exercise by any such party, 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 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 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 Lead Borrower, the Canadian Borrowers, the Additional US Borrowers, any other ABL Borrower 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 Claims 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 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 (i) a Term Loan Agent has declared the existence of an “Event of Default” under the applicable Term Loan Credit Agreement, accelerated (to the extent such amount was not already due and owing) the payment of the principal amount of all Term Loan Obligations and demanded payment thereof and (ii) 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”); provided further, however, that after the expiration of the Term Loan Standstill Period, so long as neither the ABL Agent nor any other ABL Lenders have commenced any action to enforce their Lien on any material portion of the ABL Priority Collateral, in the event that and for so long as the Term Loan Lenders (or the Term Loan Agent on their behalf) have commenced any actions to enforce their Lien with respect to all or any material portion of the ABL Priority Collateral to the extent permitted hereunder and are diligently pursuing in good faith such actions, neither the ABL Lenders nor the ABL Agent shall take any action of a similar nature with respect to such ABL Priority Collateral without the prior written consent of the Term Loan Agents; provided that all other provisions of this Agreement are complied with. In exercising rights and remedies with respect to the Senior Lender ABL Priority Collateral and the Canadian ABL Exclusive 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 discretiondiscretion consistent with the terms of the ABL Loan Documents. Such exercise and enforcement shall include the rights of an agent or any hypothecary representative (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) 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 of any Code, the PPSA, the Mortgages Act or other applicable jurisdiction law and of a secured creditor under Bankruptcy Debtor Relief Laws of any applicable jurisdiction.

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.

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 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 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 or 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.

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.

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 Holdings, the Company Parent Borrower or any other Grantor, : (i) no the Second-Priority Lien Collateral Agent or any and the other Second-Priority Secured Party Lien Creditors will (x) 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 right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second-Priority ClaimsLien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, institute or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding), (y) and will not contest, protest or object to any foreclosure proceeding or action brought with respect to the Common by either First-Lien 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 subother First-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, Lien Creditor or any other exercise by either First-Lien Collateral Agent or any such partyother First-Lien Creditor, 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) object to the forbearance by the Senior Lenders either 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 Collateral; and (ii) except as otherwise provided hereinthe First-Lien Collateral Agents 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 Agents, 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 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, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Parent 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 Collateral securing the Senior Lender ClaimsFirst-Lien Obligations, or the rights of the Intercreditor Agent First-Lien Collateral Agents or the Senior Lenders other First-Lien Creditors to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect their Lien on the Collateral in accordance with the terms of this Agreement, (but 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 disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (D) the Second-Lien Creditors 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 enforceinconsistent with the terms of this Agreement and (E) its rights inthe Second-Lien Creditors may 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 this Agreement with respect to the Second-Lien on, Obligations and the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent First-Lien Collateral Agents and the Senior Lenders other First-Lien Creditors 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.

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 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 action or any other exercise of any rights or remedies brought with respect to the Common Shared Collateral or any other First Priority Collateral by the Intercreditor Agent any First Priority Representative 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 Agent any First Priority Representative 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-First Priority Agent Representative or any Second-First Priority Secured Party either is a party or may have rights as a third 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 First Priority Debt Documents or otherwise in respect of Senior Lender Claimsthe First Priority Collateral or the First 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 Shared Collateral in respect of Senior Lender Claims First Priority Obligations and (ii) except as otherwise provided herein, the Intercreditor Agent First Priority Representatives 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 Shared Collateral or any other First 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 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 in a manner that is consistent with this Agreement, (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, First Priority Obligations or the rights of the Intercreditor Agent First Priority Representatives 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, subject to clause (F) below) 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, (D) any Second Priority Representative may exercise the rights and remedies to the extent provided for in Section 6.03 and may vote on a proposed plan of reorganization or similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding in accordance with the terms of this Agreement (including Section 6.11), (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 Designated Second Priority Representative (or such other Person, if any, as is authorized by it) may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral or, if the Second Lien Collateral Agent is the Designated Second Priority Representative, with respect to the MSR Collateral, instruct the MSR Collateral Agent to exercise such rights or remedies subject to Section 5.07, 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 First Priority Representative or any other First Priority Secured Party has not commenced and is not diligently pursuing any exercise of right or remedies with respect to any Shared Collateral or (2) no Insolvency or Liquidation Proceeding has been commenced with respect to any Grantor, in each case (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 First Priority Collateral, the Intercreditor Agent First Priority Representatives and the Senior Lenders First Priority Secured Parties may enforce the provisions of the Senior Lender First Priority Debt Documents and exercise remedies thereunderthereunder or in respect thereof, 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 or other legislation in respect of the granting and perfection of security interests in respect of real or personal property of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

Exercise of Remedies. (a) 3.1.1. 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 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 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 Debt Parties may exercise their rights and remedies as unsecured creditors, to the extent provided in Section 5.4 and (D) from and after a Second Priority Enforcement Date, the Enforcement 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.

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 Junior Representative nor any Junior Priority Agent Debt Party will (w) institute (or direct or support any other Person in instituting) any Insolvency or Liquidation Proceeding against the Borrowers or any Second-Priority Secured Party will other Grantor, (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-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 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 expressly provided for 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, and to determine and direct the time, method and place for exercising any such rights, enforcing any such remedies or conducting any proceeding with respect to any such exercise or enforcement with respect to the Shared Collateral without any consultation with or the consent of any Second-Priority Agent Junior Representative or any Second-Junior Priority Secured Debt Party; provided, however, that any Junior Representative or any Junior Priority Debt Party 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 Designated Senior Representative of such Junior Representative’s or Junior 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 Junior Priority Debt Documents has occurred and as a result of such “Event of Default”, the principal and interest under such Junior Priority Debt Documents have become due and payable in full (whether as a result of acceleration or otherwise) (the “Junior Priority Standstill Period”) unless a Senior Representative has commenced and is diligently pursuing remedies with respect to all or a material part of the Shared Collateral (or such exercise of remedies is stayed by applicable Insolvency or Liquidation Proceedings); provided, further, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company Borrowers 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-Junior Priority Claims and Debt Obligations under its Junior Priority 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) any Junior Representative and the Junior Priority Debt Parties may exercise their rights and remedies as unsecured creditors, to the extent as provided in Section 5.05, (D) any Junior Representative may exercise the rights and remedies provided for in Section 6.03, (E) any Junior Representative and any Junior 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 Junior Priority Debt Party, including any claims secured by the Shared Collateral, (F) subject to Section 6.05(b), any Junior Representative and any Junior Priority Debt Party may vote on any plan of reorganization or similar dispositive restructuring plan that is consistent with this Agreement, (G) any Junior Representative and any Junior 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 any 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 any Senior Representative or such other Senior Secured Party (it being understood that neither Designated Junior Representative nor any other Junior Priority Debt Party shall be entitled to receive any Proceeds thereof unless otherwise expressly permitted herein), and (H) any Junior Representative and any Junior Priority Debt Party may exercise any remedies after the termination of the Junior Priority Standstill Period if and to the extent specifically permitted by this Section 3.01(a). Any recovery by any Junior 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.

Exercise of Remedies. (a) So long as Unless and until 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-other Second Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoffsetoff and credit bidding (other than pursuant to Permitted Second Lien Credit Bid Rights)) with respect to any Common Collateral in respect of any applicable Second-Priority ClaimsShared 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 any foreclosure proceeding or any 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 in respect of the Senior Lender ClaimsPriority Secured Party, the exercise of any right by the Intercreditor Agent any Senior Priority Representative or any other Senior Lender Priority Secured Party (or any agent or sub-agent on their behalf) in respect of the Shared Collateral or any other Senior Lender Claims Priority Collateral 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-other 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 or any other Senior Priority Collateral under the Senior Lender Priority Debt Documents or otherwise in respect of the Shared Collateral or any other Senior Lender Claims, Priority Collateral or (z) object to the forbearance by the Senior Lenders Priority Secured Parties from bringing or pursuing any foreclosure proceeding or any action or any other exercise of any rights or remedies relating to the Common Shared Collateral or any other Senior Priority Collateral, in respect each case so long as any proceeds received by any Senior Priority Representative or First Lien Collateral Agent in excess of those necessary to achieve a Discharge of Senior Lender Claims Priority Obligations are distributed in accordance with Section 4.01 and applicable law 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 (subject to the proviso in Section 6.01) 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-other Second Priority Secured Party, in each case so long as any proceeds received by any Senior Priority Representative or First Lien Collateral Agent in excess of those necessary to achieve a Discharge of Senior Priority Obligations are distributed in accordance with Section 4.01 and applicable law; provided, however, that that, in the case of each of (i) and (ii), (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 or statement of interest with respect to the applicable Second-Second Priority Claims and 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 any other Second Priority Secured Party may exercise its rights and remedies as an unsecured creditor as provided in or expressly contemplated by Section 5.04 hereof, (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03 hereof, (E) the Second Priority Secured Parties may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties, in each case in accordance with the terms of this Agreement, (F) subject in all respects to Section 6.01, the Second Priority Secured Parties 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, (G) subject in all respects to Section 6.03, the Second Priority Representative and/or the Second Priority Secured Parties shall be entitled to receive required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the enforcement of any Second Priority Lien (including any judgment lien resulting from the exercise of remedies available to an unsecured creditor, to the extent such judgment lien applies to Collateral) or exercise by the Second Priority Representative or any other Second Priority Secured Party of rights or remedies as a secured creditor (including any right of setoff) or is in contravention of this Agreement and (H) from and after the Second Priority Enforcement Date, the Designated 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 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 all or a material portion of the 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 other 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 Debtor Relief Laws of any applicable jurisdiction.