Common use of Exercise of Remedies Clause in Contracts

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each Second Lien Collateral Agent and the Second Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Controlling Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each Second Lien no Subordinated Collateral Agent and the Second Lien Claimholdersor Subordinated Claimholder will: (1i) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that each the Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 120 days has elapsed since the later of: of (ix) the date on which such the Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any the Second Lien Document Credit Documents and demanded the repayment of all the principal amount of any the Second Lien Obligations; Obligations and (iiy) the date on which the First Lien Collateral Agent received notice from such the Second Lien Collateral Agent of such declarations declaration of such an Event of Default and demand for payment (the “"Second Lien Standstill Period”"); provided, further, provided further that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take exercise any Enforcement Action rights or remedies with respect to the Collateral if, notwithstanding the expiration of the any Second Lien Standstill Period, (i) the First Lien Collateral Agent or the any First Lien Claimholders Claimholder shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral Collateral, or diligently attempting in good faith to vacate any stay prohibiting such Enforcement Action (prompt notice of such exercise to be given to the Second Lien each Subordinated Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6Agent); (2ii) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Controlling Collateral Agent or any First Lien Controlling Claimholder or any other exercise by the First Lien Controlling Collateral Agent or any First Lien Controlling Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Controlling Credit Documents or otherwise;(including any Enforcement Action initiated by or supported by otherwise; and (iii) subject to the First rights of the Second Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(13.1(a)(i), will not object to the forbearance by the First Lien Controlling Collateral Agent or any First Lien Controlling Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Controlling Collateral Agent in excess of those necessary to achieve a the Discharge of First Lien Controlling Obligations are distributed in accordance with Section 4.1 the UCC and other applicable law, subject to the relative priorities described herein. (b) Until the Discharge of First Lien Controlling Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(13.1(a)(i), the First Lien Controlling Collateral Agent and the First Lien Controlling Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien each Subordinated Collateral Agents Agent shall have the credit bid rights set forth in Section 3.1(c)(63.1(c)(vi))) and, and subject to Section 5.1, to make determinations regarding the release, disposition, disposition or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien any Subordinated Collateral Agents Agent or any other Second Lien Subordinated Claimholder; provided that any proceeds received by the First Lien Controlling Collateral Agent in excess of those necessary to achieve a the Discharge of First Lien Controlling Obligations are distributed in accordance with Section 4.1 the UCC and other applicable law, subject to the relative priorities described herein. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Controlling Collateral Agent and the First Lien Claimholders any Controlling Claimholder may enforce the provisions of the First Lien Loan Controlling 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 in compliance with any applicable law and without consultation with the Second Lien any Subordinated Collateral Agents Agent or any Second Lien Subordinated Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Subordinated Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. For the avoidance of doubt, until the Discharge of Controlling Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Third Lien Claimholder shall not commence an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that the Third Lien Claimholder shall have the credit bid rights set forth in Section 3.1(c)(vi)) and, subject to Section 5.1, to make determinations regarding the release, disposition or restrictions with respect to the Collateral. (c) Notwithstanding the foregoing, the Second Lien any Subordinated Collateral Agents Agent and any other Second Lien Subordinated Claimholder may: (1i) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Subordinated Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Controlling Obligations, or the rights of any First Lien the Controlling Collateral Agent or the First Lien Claimholders any Controlling Claimholder to exercise remedies in respect thereof, ) in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement)Collateral; (3iii) 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 any Subordinated Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4iv) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Subordinated Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5v) exercise any of its rights or remedies with respect to the Collateral after the termination of the Second Lien Standstill Period to the extent permitted by Section 3.1(a)(13.1(a)(i);; and (6vi) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Controlling Collateral Agent or any other First Lien Controlling Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “"credit bid” " in respect of any Second Lien Subordinated Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Controlling Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Subordinated Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholderitself and the respective Subordinated Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Controlling Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (3.1(a)(i), to the extent the Second Lien such Subordinated Collateral Agents and Second Lien Claimholders are Agent is permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Controlling Obligations has occurred, except as expressly provided in Sections 3.1(a) and Section 3.1(a)(i), Section 6.3(b) and this Section 3.1(c), the sole right of the Second Lien each Subordinated Collateral Agents Agent and the Second Lien Subordinated Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Subordinated Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Controlling Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c3.1(a)(i) and (c) and Section 6.3(b): (1i) each Second Lien Subordinated Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholderthe respective Subordinated Claimholders, agrees that such Second Lien Collateral Agent and Second Lien Claimholders no Subordinated Claimholder will not take any action that would hinder any exercise of remedies under the First Lien Loan Controlling Credit Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2ii) each Second Lien Subordinated Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholderthe respective Subordinated Claimholders, hereby waives any and all rights it or that any such Second Lien Claimholders Subordinated Claimholder may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Controlling Collateral Agent or any other First Lien Controlling Claimholder seeks to enforce or collect the First Lien Controlling Obligations or the Liens securing the First Lien Controlling Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Controlling Collateral Agent or any other First Lien Controlling Claimholder is adverse to the interest interests of any Second Lien Claimholderthe Subordinated Claimholders; and (3iii) each Second Lien Subordinated Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Subordinated Collateral Documents or any other applicable Second Lien Subordinated Credit Document (other than this Agreement) shall be deemed to restrict in any way the exercise of rights and remedies of the First Lien Controlling Collateral Agent or any other First Lien Controlling Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan DocumentsCollateral. (e) Except as specifically set forth in this AgreementSections 3.1(a) and (d), the Second Lien Collateral Agents and the other Second Lien Claimholders each Subordinated Claimholder may exercise rights and remedies as an unsecured creditors creditor against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien respective Subordinated Obligations in accordance with the terms of the Second Lien respective Subordinated Credit Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding Bankruptcy Law with respect to any Grantor); provided that in the event that any Second Lien Subordinated Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Subordinated Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Controlling Obligations) in the same manner as the other Liens securing the Second Lien Subordinated Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Subordinated Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Subordinated Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Subordinated Collateral Agent or any other Second Lien Subordinated Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreementthem. Nothing Subject to Sections 3.1(a)(i) and (c) and Section 6.3(b), nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Controlling Collateral Agent or any other First Lien Controlling Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any in connection with an Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until Upon the Discharge occurrence and during the continuance of First Lien Obligations has occurredany Triggering Event, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each Second Lien Collateral Agent shall, upon a request from any Representative specifying the particular action(s) being requested by such Representative, and subject to the Second Lien Claimholders: (1) will not other provisions of this Agreement, commence or maintainto take, or seek direct the appropriate trustee or agent to commence or maintaintake, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; those requested actions provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent this Agreement or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies Security Documents relating to the Collateral under pursuit of remedies which the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject deems appropriate in its reasonable judgment to their rights under Section 3.1(a)(1), will not object to realize the forbearance by value and benefits of the First Lien Collateral Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Shared Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until The holders of a majority in principal amount of the Discharge then-outstanding Total Obligations may direct the time, method and place of First Lien Obligations has occurred, whether or not conducting any Insolvency or Liquidation Proceeding has been commenced by or against the Company or proceeding for any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect remedy available to the Collateral without any consultation with Agent under this Agreement or the consent of Security Documents, on the Second Lien condition that indemnification for the Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by Agent’s fees and expenses, in a form reasonably satisfactory to the First Lien Collateral Agent, shall have been provided. The Collateral Agent in excess of those necessary may refuse to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining follow any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation direction that conflicts with the Second Lien law or this Agreement or that may involve personal liability for the Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdictionAgent. (c) Notwithstanding The Representatives agree that upon the foregoingoccurrence of a Triggering Event, the Second Lien Collateral Agents and all payments made to any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation Representative on account of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Shared Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured be shared by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations Notes Representative and the Collateral; provided that no filing Debentures Representative (for the benefit of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5their respective holders) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred4.2. (d) Subject Each Representative agrees: (i) to Sections 3.1(a), 3.1(c) deliver to each other Representative and Section 6.3(b): (1) each Second Lien the Collateral Agent, for itself as applicable, at the same time it makes delivery to GWG Life and/or GWG Holdings, a copy of any (A) notice declaring the occurrence of an event of default under its respective loan documents, (B) notice of intent to accelerate or notice of acceleration of its portion of the Total Obligations, and on behalf of (ii) to deliver to each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent Representative and Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights at the same time it or such Second Lien Claimholders may have as a junior lien creditor or otherwise makes delivery to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in Person, a copy of any notice of the First Lien Collateral undertaken in accordance with this Agreement, regardless commencement of whether any action or failure to act by or on behalf judicial proceeding and a copy of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder notice with respect to the Collateral as set forth in exercise of remedies with respect to any portion of the Total Obligations. Any failure by a party hereto to furnish a copy under this Agreement clause (c) shall not limit or affect the rights and the First Lien Loan Documentsobligations hereunder. (e) Except as specifically set forth Nothing in this AgreementSection 4.1 shall impair the right of any Representative to exercise its rights of set-off, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company offset or netting, if any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding except, with respect to any Grantor); provided that in item of Shared Collateral or the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(dproceeds therefrom), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or with no obligation to any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien CollateralRepresentative. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each the Second Lien Collateral Agent and the Second Lien Claimholders: (1) will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral (including the Collateralexercise of any right of setoff or any right under any lockbox agreement, deposit or securities 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 provided, however, that each the Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 180 days has elapsed since the later of: (i) the date on which such the Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document Loan Documents and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such the Second Lien Collateral Agent of such declarations of such an Event of Default and demand for payment acceleration (the “Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall any the Second Lien Collateral Agent or any Second Lien Claimholder take exercise any Enforcement Action rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other the exercise of any of their rights or remedies in each case with respect to all or any material portion of the Collateral or shall be diligently attempting to vacate any stay or prohibition against such exercise (prompt notice of the initial commencement of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided Agent), provided, that in any such Insolvency or Liquidation Proceeding any Second the First Lien Collateral Agent shall incur no liability for, and the rights of the First Lien Collateral Agent hereunder or Second in respect of the Collateral shall be unaffected by, the failure of the First Lien Claimholder may take Collateral Agent to give any action expressly permitted by Section 6)such notice; (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) otherwise; and (3) subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(a)(13.1(c), will not object to the forbearance by the First Lien Collateral Agent or any the First Lien Claimholder Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; provided, that, in each the case so long as any proceeds received by of (1), (2) and (3) above, the First Lien Collateral Agent in excess of those necessary Liens granted to achieve a Discharge of First secure the Second Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder; provided that Claimholders shall, subject to the relative priorities described in Section 2, attach to any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action resulting from actions taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” Claimholder in respect of any Second Lien Obligations unless the cash proceeds accordance with this Agreement after application of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement proceeds to the extent necessary to prevent meet the running requirements of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurredObligations. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until So long as the Discharge of First Lien Senior Obligations has occurredhave not been 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), each Second Lien (i) the Junior Collateral Agent and the Second Lien Claimholders: Junior Obligations Secured Parties (by their acceptance of the benefits of the Junior Documents) will not (1) will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to any Senior Obligations Collateral securing the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action Junior Obligations, (2) institute any action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action proceeding with respect to such Senior Obligations Collateral securing the Collateral ifJunior Obligations (including, notwithstanding the expiration without limitation, any action of the Standstill Periodforeclosure, (i) the First Lien Collateral Agent contest or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agentsprotest) or (ii3) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Senior Collateral Agent or any First Lien Claimholder Senior Obligations Secured Party or the exercise of any right under any Senior Obligations Collateral Document or similar agreement or arrangement to which the Senior Collateral Agent or any Senior Obligations Secured Party is a party, or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder such party of any rights and remedies remedies, in each case relating to the Senior Obligations Collateral under the First Lien Loan Senior Documents or otherwise;(including otherwise; or, except as provided herein, object to any Enforcement Action initiated by release of any or supported by all of the First Lien Senior Obligations Collateral Agent for any purpose, or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Senior Collateral Agent or any First Lien Claimholder 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 Senior Obligations Collateral; provided, in each case so long however, that nothing herein shall be construed to impair the right of the Junior Obligations Secured Parties to exercise their rights and remedies as any proceeds received by the First Lien Collateral Agent in excess unsecured creditors pursuant to Section 5.4 of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 this Agreement; and applicable law. (bii) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien rights of the Junior Collateral Agent and the First Lien Claimholders Junior Obligations Secured Parties under the proviso to clause (i) above, the Senior Collateral Agent and the Senior Obligations Secured Parties shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Senior Obligation Collateral without any consultation with or the consent of the Second Lien Junior Collateral Agents Agent or any other Second Lien Claimholder; provided that Junior Obligations Secured Party, and the Junior Collateral Agent shall take any proceeds received action reasonably requested by the First Lien Senior Collateral Agent in excess order to effectuate any such enforcement, exercise, release or disposition; provided, however, that (x) in any Insolvency or Liquidation Proceeding commenced by or against any Loan Party, the Junior Collateral Agent may file a claim or statement of those necessary interest with respect to achieve the Junior Obligations Collateral, (y) the Junior Collateral Agent and the Junior Obligations Secured Parties may take any action not adverse to the Senior Obligations Secured Parties in order to preserve or protect their rights in the Senior Obligations Collateral and the Junior Collateral Agent may act in coordination with, and not in a Discharge manner adverse to, the 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 First Lien Default has occurred and as long as such Junior Obligations are distributed 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 4.1 6.01 of the applicable Junior Credit Agreement, whereupon the Junior Obligations shall become and applicable lawbe forthwith due and payable, without presentment, demand, protest or further notice of any kind. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Senior Obligations Collateral, the First Lien Senior Collateral Agent and each Senior Obligations Secured Party (by its acceptance of the First Lien Claimholders benefits of the Senior Documents) may enforce the provisions of the First Lien Loan Senior Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion discretion, subject to acting in compliance with any applicable law and without consultation a commercially reasonable manner in accordance with the Second Lien Collateral Agents or any Second Lien Claimholder UCC and regardless the terms of whether any such exercise is adverse to this Agreement and the interest of any Second Lien Claimholderother 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 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 creditor lender under the UCC Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdictionDebtor Relief Laws. (cb) Notwithstanding the foregoing, the Second Lien The Junior Collateral Agents Agent and any other Second Lien Claimholder may: each Junior Obligations Secured Party (1) vote, file a claim or statement of interest and take any other action not in violation by its acceptance of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status benefits of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforceJunior Documents) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided agrees that nothing herein it shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreementnot, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim Junior Obligations, take or vote, receive from or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each any Loan Party or any Subsidiary of a Loan Party, directly or indirectly, in cash or other applicable Second Lien Claimholderproperty or by setoff, agrees that it will not take counterclaim or receive in any other manner (whether pursuant to any enforcement, collection, execution, levy, foreclosure action or other proceeding or otherwise) any Senior Obligations Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditorSenior Obligations Collateral, unless and until the Discharge of First Lien all Senior Obligations has occurred, except have been paid in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof full in accordance with Section 4.2 of this Agreement)3.2 hereof. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Senior Obligations has occurredhave been paid in full, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c)herein, the sole right of the Second Lien Junior Collateral Agents Agent and the Second Lien Claimholders Junior Obligations Secured Parties with respect to the Senior Obligations Collateral is to hold a Lien on the Senior Obligations Collateral pursuant to the Second Lien Collateral Junior Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after payment in full of the Discharge Senior Obligations; provided, however, that nothing in this paragraph shall be construed to impair the right of First Lien the Junior Obligations has occurred. Secured Parties to receive payments of principal, interest, fees and other amounts in respect of the Junior Obligations as provided for in the applicable Credit Agreement and the Notes referred to in such applicable Credit Agreement, and to enforce the making of such payments by bringing suit at law (dbut not, except as provided in Section 3.1(a)(i) Subject above, to Sections 3.1(a), 3.1(cexercise any rights in respect of the Liens of the Junior Collateral Agent on the Senior Obligations Collateral) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf with respect to any unpaid amounts of each other applicable Second Lien Claimholder, agrees that such Second Lien payments. Each of the Junior Collateral Agent and Second Lien Claimholders the Junior Obligations Secured Parties (by its acceptance of the benefits of the Junior Documents): (i) further agrees that the Junior Collateral Agent and the other Junior Obligations Secured Parties will not take any action that would hinder be reasonably likely to (w) hinder, delay, limit, impede or prohibit any exercise of remedies under by the First Lien Loan Documents or is otherwise prohibited hereunderSenior Collateral Agent to the extent related to satisfying the Senior Obligations, including any collection, sale, lease, exchange, transfer or other disposition of the Senior Obligations Collateral, whether by foreclosure or otherwise; , (2x) each Second limit, invalidate, avoid or set aside any Senior Lien or Collateral AgentDocument securing or purporting to secure the Senior Obligations, for itself (y) subordinate the priority of the Senior Liens to the Junior Liens or (z) grant the Junior Liens securing the Junior Obligations equal ranking to the Senior Liens securing the Senior Obligations and on behalf of each other applicable Second Lien Claimholder, (ii) hereby waives any and all rights it or such Second Lien Claimholders may have (other than as specified herein) as a junior lien creditor or otherwise (whether arising under the UCC or under any other applicable law) to object to the manner in which the First Lien Senior Collateral Agent or any other First Lien Claimholder seeks the Senior Obligations Secured Parties seek to enforce or collect the First Lien Senior Obligations or enforce the Senior Liens securing the First Lien Obligations now or hereafter granted in any of Senior Obligations Collateral to secure the First Lien Collateral undertaken in accordance with this AgreementSenior Obligations, regardless of whether any action or failure to act by or on behalf of the First Lien Senior Collateral Agent or any other First Lien Claimholder the Senior Obligations Secured Parties is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan DocumentsJunior Obligations Secured Parties. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. Restrictions on Collateral Trustee, and Secured Debt Representatives and Secured Debt Claimholders. (a) Until the Discharge of First Lien Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Collateral Trustee and each Second Lien Collateral Agent Secured Debt Representative and the Second Lien ClaimholdersSecured Debt Claimholder: (1) will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to any Revolving Credit Collateral (including the Collateralexercise of any right of setoff or any right under any Account Agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Collateral Agent, any Secured Debt Representative or any Secured Debt Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided provided, however, that each Second Lien the Collateral Agent Trustee may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 180 days has elapsed since the later of: (i) the date on which such Second a Priority Lien Collateral Agent declared Representative first declares the existence of any Event of a Priority Lien Default (and as defined in) under any Second Lien Document and demanded demands the repayment of all the principal amount of any Second Priority Lien Obligations; and (ii) the date on which the First Lien Collateral Revolving Credit Agent received notice from such Second Lien the Collateral Agent Trustee of such declarations of such Event of Default and demand for payment a Priority Lien Default, (the “Priority Lien Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall the Collateral Trustee, any Second Lien Collateral Agent Secured Debt Representative or any Second Lien Secured Debt Claimholder take exercise any Enforcement Action rights or remedies with respect to the Revolving Credit Collateral if, notwithstanding the expiration of the Priority Lien Standstill Period, (i) the First Lien Collateral Revolving Credit Agent or the First Lien Revolving Credit Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other the exercise of their rights or remedies in each case with respect to all or any material portion of the such Revolving Credit Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6Trustee); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Revolving Credit Agent or any First Lien Revolving Credit Claimholder or any other exercise by the First Lien Collateral Revolving Credit Agent or any First Lien Revolving Credit Claimholder of any rights and remedies relating to the Collateral Revolving Credit Collateral, whether under the First Lien Revolving Credit Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) otherwise; and (3) subject to their rights under clause (a)(l) above and except as may be permitted in Section 3.1(a)(13.1(c), will not object to the forbearance by the First Lien Collateral Revolving Credit Agent or any First Lien Claimholder the Revolving Credit Claimholders from bringing or pursuing any foreclosure proceeding or action Enforcement; provided, however, that, in the case of (1), (2) and (3) above, the Liens granted to secure the Priority Lien Obligations shall attach to any proceeds resulting from actions taken by the Revolving Credit Agent or any other exercise Revolving Credit Claimholder in accordance with this Agreement after application of any rights or remedies relating such proceeds to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those extent necessary to achieve meet the requirements of a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable lawRevolving Credit Obligations. (b) Until the Discharge of First Lien Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Revolving Credit Agent and the First Lien Revolving Credit Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment off and the right to credit bid their debt) and, except that Second Lien in connection therewith (including voluntary Dispositions of Revolving Credit Collateral Agents shall have by the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, respective Grantors after a Revolving Credit Default) make determinations regarding the release, disposition, or restrictions with respect to the Revolving Credit Collateral without any consultation with or the consent of the Second Lien Collateral Agents Trustee, any Secured Debt Representative or any other Second Lien Secured Debt Claimholder; provided provided, however, that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First securing the Priority Lien Obligations are distributed shall remain on the proceeds (other than those properly applied to the Revolving Credit Obligations) of such Collateral released or disposed of subject to the relative priorities described in accordance with Section 4.1 and applicable law2. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Revolving Credit Collateral, the First Lien Collateral Revolving Credit Agent and the First Lien Revolving Credit Claimholders may enforce the provisions of the First Lien Revolving Credit 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholderdiscretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the Revolving Credit Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents Trustee, any Secured Debt Representative and any other Second Lien Secured Debt Claimholder (unless, as among the Secured Debt Claimholders, the Collateral Trust Agreement provides to the contrary) may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Secured Debt Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien ObligationsRevolving Credit Collateral, or the rights of any First Lien Collateral the Revolving Credit Agent or the First Lien Claimholders any Revolving Credit Claimholder to exercise remedies in respect thereof, ) in order to create, perfect, preserve or protect (but not enforce) its Lien on any of the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement)Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Secured Debt Claimholders, including any claims secured by the Revolving Credit Collateral, if any, in each case in accordance with the terms of this Agreement; (4) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement; (5) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Secured Debt Obligations and the Shared Collateral or Separate Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (56) exercise any of its rights or remedies with respect to any of the Revolving Credit Collateral after the termination of the Priority Lien Standstill Period to the extent permitted by Section 3.1(a)(13.l(a)(l); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take make a cash bid on all or any action not otherwise portion of the Revolving Credit Collateral in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation foreclosure proceeding or similar restriction on claimsaction. Each Second Lien The Collateral AgentTrustee and each Secured Debt Representative, for itself and on behalf of each other applicable Second Lien Claimholderitself and/or its respective Secured Debt Claimholders, agrees that it will not take or receive any Revolving Credit Collateral or any proceeds of such Revolving Credit Collateral in connection with the exercise of any right or remedy (including set-off and recoupmentoff) with respect to any such Revolving Credit Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except creditor in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 violation of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Revolving Credit Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b), 6.3(c)(l) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents Trustee and the Second Lien Claimholders any Secured Debt Representative or Secured Debt Claimholder with respect to the Revolving Credit Collateral is to hold a Lien (if any) on the such Collateral pursuant to the Second Lien Collateral respective Secured Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Revolving Credit Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and (c) and Section 6.3(b6.3(c)(1): (1) Collateral Trustee and each Second Lien Collateral AgentSecured Debt Representative, for itself and and/or on behalf of each other applicable Second Lien Claimholderits respective Secured Debt Claimholders, agrees that such Second Lien Collateral Agent and Second Lien Claimholders it will not take any action that would hinder any exercise of remedies under the First Lien Revolving Credit Loan Documents or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Revolving Credit Collateral, whether by foreclosure or otherwise; (2) Collateral Trustee and each Second Lien Collateral AgentSecured Debt Representative, for itself and and/or on behalf of each other applicable Second Lien Claimholderits respective Secured Debt Claimholders, hereby waives any and all rights it or the Collateral Trustee, such Second Lien Claimholders Secured Debt Representative and the respective Secured Debt Claimholders, as applicable, may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Revolving Credit Agent or any other First Lien Claimholder seeks the Revolving Credit Claimholders seek to enforce or collect the First Lien Revolving Credit Obligations or the Liens securing the First Lien Revolving Credit Obligations granted in any of the First Lien Collateral Revolving Credit Loan Documents or undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Revolving Credit Agent or any other First Lien Claimholder Revolving Credit Claimholders is adverse to the interest of any Second Lien Claimholder; andthe Secured Debt Claimholders; (3) The Collateral Trustee and each Second Lien Collateral Agent Secured Debt Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Secured Debt Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Revolving Credit Agent or any other First Lien Claimholder the Revolving Credit Claimholders with respect to the enforcement of the Liens on the Revolving Credit Collateral as set forth in this Agreement and the First Lien Revolving Credit Loan Documents. (e) Except as otherwise specifically set forth in this AgreementSections 3.1(a) and (d) and 3.5, the Second Lien Collateral Agents Trustee, the Secured Debt Representatives and the other Second Lien Secured Debt Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations Secured Debt Obligations, and the Collateral Trustee may exercise rights and remedies with respect to the Shared Collateral and the Separate Collateral, in each case, in accordance with the terms of the Second Lien Secured Debt Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor)law; provided provided, however, that in the event that the Collateral Trustee, any Second Lien Secured Debt Representative or Secured Debt Claimholder becomes a judgment Lien creditor in respect of Revolving Credit Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Secured Debt Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Revolving Credit Obligations) in the same manner as the other Liens securing the Second Lien Secured Debt Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents Trustee, any Secured Debt Representative or any other Second Lien Secured Debt Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations its Secured Debt Obligations, so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent Trustee, such Secured Debt Representative or any other Second Lien Secured Debt Claimholder of rights or remedies as a secured creditor in respect of the Revolving Credit Collateral (including set-off and recoupmentoff) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreementthem. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Revolving Credit Agent or any other First Lien Claimholder the Revolving Credit Claimholders may have with respect to against the First Lien CollateralGrantors under the Revolving Credit Loan Documents. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company U.S. Borrower or any other Grantor, each the Second Lien Collateral Agent and the Second Lien Claimholders: (1) will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral (including the Collateralexercise of any right of setoff or any right 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 provided, however, that each the Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 180 days has elapsed since the later of: (i) the date on which such the Second Lien Collateral Agent declared declares the existence of any Event of Default (and as defined in) under any Second Lien Document Loan Documents and demanded demands the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received receives notice from such the Second Lien Collateral Agent of such declarations of such an Event of Default and demand for payment Default, (the “Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall any the Second Lien Collateral Agent or any Second Lien Claimholder take exercise any Enforcement Action rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other the exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6Agent); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) otherwise; and (3) subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(a)(13.1(c), will not object to the forbearance by the First Lien Collateral Agent or any the First Lien Claimholder Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; provided, that, in each the case so long as of(l), (2) and (3) above, the Liens granted to secure the Second Lien Obligations of the Second Lien Claimholders shall attach to any proceeds received resulting from actions taken by the First Lien Collateral Agent or any First Lien Claimholder in excess accordance with this Agreement after application of those such proceeds to the extent necessary to achieve meet the requirements of a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable lawObligations. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company U.S. Borrower or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment off and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), ) and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents Agent or any other Second Lien Claimholder; provided provided, that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First securing the Second Lien Obligations are distributed shall remain on the proceeds of such Collateral released or disposed of subject to the relative priorities described in accordance with Section 4.1 and applicable law2. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholderdiscretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents Agent and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company U.S. Borrower or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, ) in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement)Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement; (5) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement;and (56) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(13.1 (a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each The Second Lien Collateral Agent, for itself and on behalf of each other applicable itself and the Second Lien ClaimholderClaimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupmentoff) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except creditor in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 violation of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 3.1 (a), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and (c) and Section 6.3(b): (1) each the Second Lien Collateral Agent, for itself and on behalf of each other applicable the Second Lien ClaimholderClaimholders, agrees that such the Second Lien Collateral Agent and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each the Second Lien Collateral Agent, for itself and on behalf of each other applicable the Second Lien ClaimholderClaimholders, hereby waives any and all rights it or such the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other the First Lien Claimholder seeks Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder Claimholders is adverse to the interest of any the Second Lien ClaimholderClaimholders; and (3) each the Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other the First Lien Claimholder Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Loan Credit Documents. (e) Except as otherwise specifically set forth in this AgreementSections 3.1(a) and (d), the Second Lien Collateral Agents Agent and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company U.S. Borrower or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Loan Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor)law; provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents Agent or any other Second Lien Claimholder Claimholders of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any the Second Lien Collateral Agent or any other Second Lien Claimholder Claimholders of rights or remedies as a secured creditor (including set-off and recoupmentoff) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreementthem. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other the First Lien Claimholder Claimholders may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (a) Until or, following the Discharge of First Revolving Credit Obligations, the relevant Priority Lien Obligations Representative or the Collateral Trustee) has occurredactual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Insolvency or Liquidation Proceeding has been commenced by or against Grantor to acquire other property which is Collateral shall not (as among the Company or any other GrantorRevolving Credit Agent, each Second Lien the Collateral Agent Trustee, the Secured Debt Representatives and the Second Lien various Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and be treated as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral for purposes of determining the relative priorities in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurredwhich was so acquired. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Senior Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Company or any other GrantorObligors, each Second Lien of the Junior Collateral Agent Agents, for itself and the Second Lien on behalf of its Related Claimholders, hereby agrees that it and its Related Claimholders: (1) will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including setoff) with respect to the Collateralany Collateral in which a Junior Claimholder has a Junior Lien or institute or commence, or join with any Person in instituting or commencing, any other Enforcement Action or any other 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); provided that each Second Lien the Directing Junior Collateral Agent may (as between the Term Loan Collateral Agents, subject to the First Lien/Second Lien Intercreditor Agreement) commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 180 days has elapsed since the later of: (i) the date on which such Second Lien Directing Senior Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent shall have received notice from such Second Lien the Directing Junior Collateral Agent with respect to the acceleration by the relevant Junior Claimholders of such declarations the maturity of such Event all then outstanding Junior Obligations (and requesting that Enforcement Action be taken with respect to the Collateral in which a Junior Claimholder has a Junior Lien) so long as the applicable “event of Default and demand for payment default” shall not have been cured or waived (or the applicable acceleration rescinded) (the “Standstill Period”); provided, further, further that notwithstanding anything herein to the contrary, in no event shall any Second Lien the Junior Collateral Agent Agents or any Second other Junior Claimholders exercise any rights or remedies with respect to any Collateral in which a Junior Claimholder has a Junior Lien Claimholder take or institute or commence, or join with any Person in instituting or commencing, any other Enforcement Action with respect to the such Collateral or any other action or proceeding with respect to such rights or remedies, if, notwithstanding the expiration of the Standstill Period, either (iA) the First Lien Directing Senior Collateral Agent or the First Lien Claimholders any other Senior Claimholder shall have commenced and be diligently pursuing (or shall have sought or requested and be diligently pursuing relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and the pursuit of) an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the such Collateral (prompt notice with any determination of which such exercise Collateral to proceed against, and in what order, to be given to made by the Second Lien Directing Senior Collateral AgentsAgent or such Senior Claimholders in their reasonable judgment) or (iiB) any Grantor shall be subject to of the Obligors is then a debtor in any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6)Proceeding; (2) will not contest, protest or object to any foreclosure proceeding or action Enforcement Action brought by the First Lien Senior Collateral Agent or any First Lien other Senior Claimholder or any other exercise by the First Lien Senior Collateral Agent or any First Lien other Senior Claimholder of any rights and remedies relating to the Collateral in which a Senior Claimholder has a Senior Lien under the First Lien Loan Senior Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) andotherwise; (3) subject to their rights under Section 3.1(a)(1)clause (a)(1) above, will not object to the forbearance by the First Lien Senior Collateral Agent or any First Lien Claimholder the other Senior Claimholders from bringing or pursuing any foreclosure proceeding or action Enforcement Action or any other exercise of any rights or remedies relating to the Collateralany Collateral in which a Senior Claimholder has a Senior Lien, in each case so long as any proceeds received by the First Lien Senior Collateral Agent with respect to such Collateral in excess of those necessary to achieve a Discharge of First Lien Senior Obligations are distributed in accordance with Section 4.1 4.1; and (4) will not take or receive any Collateral in which a Senior Claimholder has a Senior Lien, or any proceeds of or payment with respect to any such Collateral, in connection with any Enforcement Action or any other exercise of any right or remedy with respect to any such Collateral or any Insolvency or Liquidation Proceeding in its capacity as a creditor or in connection with any insurance policy award or any award in a condemnation or similar proceeding (or deed in lieu of condemnation) with respect to any such Collateral, in each case unless and applicable lawuntil the Discharge of Senior Obligations has occurred, except, (x) as between the First Lien Credit Agreement Collateral Agent and the Second Lien Notes Collateral Agent, as expressly permitted by the First Lien/Second Lien Intercreditor Agreement and (y) in connection with any foreclosure expressly permitted by Section 3.1(a)(1) to the extent such Junior Collateral Agent and its Related Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.1. Without limiting the generality of the foregoing, until the Discharge of Senior Obligations has occurred, except as expressly provided in Sections 3.1(a)(1), 3.1(c) and 6.3(b), the sole right of each Junior Collateral Agent and the other Junior Claimholders with respect to any Collateral in which a Junior Claimholder has a Junior Lien (other than inspection, monitoring, reporting and similar rights provided for in the Junior Financing Documents) is to hold a Lien on such Collateral pursuant to the Junior Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Obligations has occurred. For the avoidance of doubt, nothing contained in this Agreement shall prohibit (i) the exercise of rights by the ABL Credit Agreement Collateral Agent during a Dominion Period (as defined in the ABL Credit Agreement), including the notification of depository institutions or any other person to deliver proceeds of ABL Priority Collateral to the ABL Credit Agreement Collateral Agent, (ii) the reduction of advance rates or sub-limits by the ABL Credit Agreement Collateral Agent or (iii) the imposition of any Reserve (as defined in the ABL Credit Agreement) by the ABL Credit Agreement Collateral Agent. (b) Until the Discharge of First Lien Senior Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorObligor, subject to Section Sections 3.1(a)(1), 3.1(c) and 6.3(b), the First Lien Senior Collateral Agent Agents and the First Lien other Senior Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise any rights and remedies with respect to the Collateral in which a Senior Claimholder has a Senior Lien (including set-off, recoupment and the right to “credit bid bid” their debt, except that Second Lien the Junior Collateral Agents shall have the “credit bid bid” rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, dispositionrelease or Disposition of, or restrictions with respect to, such Collateral in connection with any such Enforcement Action or other exercise of rights and remedies with respect to the Collateral such Collateral, in each case without any consultation with or the consent of the Second Lien any Junior Collateral Agents Agent or any other Second Lien Junior Claimholder; provided that any proceeds received by the First Lien any Senior Collateral Agent on account of such Collateral in excess of those necessary to achieve a Discharge of First Lien Senior Obligations are distributed in accordance with Section 4.1 and applicable law4.1. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateralany Collateral in which a Senior Claimholder has a Senior Lien, the First Lien Senior Collateral Agent Agents and the First Lien other Senior Claimholders may enforce the provisions of the First Lien Loan Senior Documents and exercise rights and remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Second Lien any Junior Collateral Agents Agent or any Second Lien other Junior Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Junior Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them the Senior Claimholders to sell or otherwise dispose Dispose of Collateral in which a Senior Claimholder has a Senior Lien upon foreclosure, to incur expenses in connection with such sale or dispositionother Disposition, and to exercise all the rights and remedies of a secured creditor under the UCC or other applicable law and of a secured creditor under Bankruptcy Debtor Relief Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien each Junior Collateral Agents Agent and any other Second Lien Junior Claimholder may: (1) vote, file a claim, proof of claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Junior Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any of the Company or any other GrantorObligors; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither in which a Junior Claimholder has a Junior Lien to the First Lien extent (A) not adverse to the priority status of the Liens on such Collateral securing the Senior Obligations, or the rights of any Senior Collateral Agent nor any First Lien Claimholder will object or the other Senior Claimholders to or contestexercise rights and remedies in respect thereof, or and (B) not otherwise support any other person in contesting or objecting to, any such action taken in accordance inconsistent with the terms of this Agreement (Agreement, including the automatic release of Liens provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement)in Section 5.1; (3) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Junior Claimholders, including any claims or Liens secured by the CollateralCollateral in which a Junior Claimholder has a Junior Lien, if any, in each case in accordance to the extent not inconsistent with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions with respect to the Junior Obligations and the Collateral in which a Junior Claimholder has a Junior Lien that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that (A) no filing of any claim or vote, or pleading related relating to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien any Junior Collateral Agents Agent or any other Second Lien Junior Claimholder in respect of such Collateral may be inconsistent with the provisions terms of this AgreementAgreement and (B) neither any Junior Collateral Agent nor any other Junior Claimholder shall propose, vote to accept, or otherwise support a plan of reorganization that is inconsistent with the terms of this Agreement with respect to treatment of such Collateral; (5) exercise any of its rights or remedies with respect to the Collateral (after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1);; and (6) bid for or purchase any Collateral in which a Junior Claimholder has a Junior Lien at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Senior Collateral Agent or any other First Lien Senior Claimholder, or any sale of any such Collateral during an Insolvency or Liquidation Proceeding; provided that any such bid may not include a “credit bid” in respect of any Second Lien Junior Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Senior Obligations; and. (7d) take any action not otherwise in violation of this Agreement Subject to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Sections 3.1(a)(1), 3.1(c) and 6.3(b) each Junior Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b):Related Claimholders: (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent it and Second Lien its Related Claimholders will not take any action that would hinder hinder, delay, limit or prohibit any exercise of rights or remedies under the First Lien Loan Senior Documents or is otherwise prohibited hereunderhereunder with respect to any Collateral in which a Junior Claimholder has a Junior Lien, including any sale, lease, exchange, transfer collection or other disposition Disposition of the any such Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien securing any Senior Obligations or any Senior Collateral Document or subordinate the priority of the Senior Obligations to the Junior Obligations with respect to such Collateral or grant the Liens on such Collateral securing the Junior Obligations equal ranking to the Liens securing the Senior Obligations; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien its Related Claimholders may have as a junior lien Lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First Lien Senior Collateral Agent Agents or any the other First Lien Claimholder seeks Senior Claimholders seek to enforce or collect the First Lien Senior Obligations or the Liens securing the First Lien Senior Obligations granted with respect to the Collateral in any of the First Lien Collateral undertaken in accordance with this Agreementwhich a Junior Claimholder has a Junior Lien, regardless of whether any action or failure to act by or on behalf of the First Lien any Senior Collateral Agent or any other First Lien Claimholder Senior Claimholders is adverse to the interest of any Second Lien ClaimholderJunior Claimholders with respect to such Collateral; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Junior Collateral Documents or any other applicable Second Lien Junior Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien any Senior Collateral Agent or any the other First Lien Claimholder Senior Claimholders with respect to the Collateral in which a Junior Claimholder has a Junior Lien as set forth in this Agreement and the First Lien Loan Senior Documents. (e) Except as specifically set forth in this Agreement, the Second Lien The Junior Collateral Agents and the other Second Lien Junior Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor Obligors that has have guaranteed or granted Liens to secure the Second Lien Junior Obligations in accordance with the terms of the Second Lien Junior Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding Debtor Relief Law with respect to any Grantor)Obligor, prior to the termination of the Standstill Period; provided that (i) any such exercise shall not be inconsistent with the terms of this Agreement (including Sections 2.2 and 6) and (ii) in the event that any Second Lien Junior Claimholder becomes a judgment Lien creditor in respect of any Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Junior Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Senior Obligations) in the same manner as the other Liens securing the Second Lien Junior Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing . Nothing in this Agreement shall prohibit the receipt by the Second Lien any Junior Collateral Agents Agent or any other Second Lien Junior Claimholder of the required payments of principal, premium, interest, principal fees and other amounts owed in respect of due under the Second Lien Obligations Junior Documents so long as such receipt is not the direct or indirect result of the exercise by any Second Lien a Junior Collateral Agent or any other Second Lien Junior Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention respect of this Agreement of any Lien held by any of them or as Collateral in which a result of any other violation by any Second Lien Junior Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateralhas a Junior Lien. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until Subject to the provisions of the second sentence of Section 2.2(a) hereof, so long as the Discharge of First Lien Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each Second Lien Collateral Agent and : (i) neither the Second Lien Claimholders: (1) Trustee nor the Subordinated Creditor will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action exercise of any right under any lockbox agreement, control account agreement, landlord waiver or otherwise exercise bailee’s letter or similar agreement or arrangement to which the Trustee or any Subordinated Creditor is a party) or all institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take including any action expressly permitted by Section 6of foreclosure, enforcement, collection or execution and any Proceeding); (2) , and will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Senior Agent or any First Lien Claimholder other Senior Creditor or any other exercise by the First Lien Collateral Senior Agent or any First Lien Claimholder other Senior Creditor of any rights and remedies relating to the Collateral under the First Lien Loan Senior Credit Documents or otherwise;(including any Enforcement Action initiated by otherwise, or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Senior Agent or any First Lien Claimholder the other Senior Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to Collateral; and (ii) the CollateralSenior Agent shall have the exclusive right, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders Required Senior Creditors shall have the exclusive right to commence and maintain an Enforcement Action or otherwise instruct the Senior Agent, to enforce rights, exercise remedies (including set-off, recoupment off and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), ) and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents Trustee or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunderSubordinated Creditor, all as though the Subordinated Obligations did not exist; provided, however, that (A) in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; , the Trustee may (2x) subject to the provisions of Section 2.2(b) hereof, file a claim or statement of interest with respect to the Subordinated Obligations and (y) subject to the provisions of Section 2.2(c) hereof, vote such claim, (B) the Trustee, at the written direction of the Subordinated Creditor, may take any action (not adverse to the priority status of the prior Liens on the Common Collateral securing the First Lien Senior Obligations, or the rights of any First Lien Collateral the Senior Agent or the First Lien Claimholders other Senior Creditors to exercise remedies in respect thereof, ) in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein and, with respect to its Liens on Specified Collateral, shall prevent take any such action if instructed to do so by the First Lien Collateral Agent or First Lien Claimholders from enforcing this AgreementSenior Agent); , (3C) the Subordinated Creditor shall be entitled to file any necessary responsive or defensive pleadings pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any person Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien ClaimholdersSubordinated Creditor, including any claims claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; Agreement and (4D) vote on the Subordinated Creditor may file any plan pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of reorganizationthe Grantors arising under either any Proceeding or applicable non-bankruptcy law, arrangementin each case not inconsistent with the terms of this Agreement and (E) subject to the provisions of Section 2.2(c) hereof, compromise or liquidation, the Trustee and the Subordinated Creditor may file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, Agreement with respect to the Second Lien Subordinated Obligations and the Common Collateral; provided that no filing of any claim or vote, or pleading related . (b) Subject to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5Section 2.2(a) exercise any of its rights or remedies with respect to the Collateral after the termination hereof, each of the Standstill Period to Trustee and the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, Subordinated Creditor agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupmentsetoff) with respect to any Collateral in its capacity as a creditorCollateral, unless and until the Discharge of First Lien Senior Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Senior Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents Trustee and the Second Lien Claimholders Subordinated Creditor with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Second Lien Collateral Subordinated Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien the Senior Obligations has occurredoccurred in accordance with the terms of the Subordinated Debt Documents and applicable law. (dc) Subject to Sections 3.1(a), 3.1(cEach of the Trustee and the Subordinated Creditor (i) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders neither the Trustee nor the Subordinated Creditor will not take any action that would hinder hinder, delay, limit or prohibit any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunderSenior Credit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; , or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the Senior Obligations to the Subordinated Obligations or grant the Liens on Common Collateral securing the Subordinated Obligations equal ranking to the Liens securing the Senior Obligations and (2ii) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First Lien Collateral Senior Agent or any the other First Lien Claimholder seeks Senior Creditors seek to enforce or collect the First Lien Senior Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this AgreementCollateral, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Senior Agent or any other First Lien Claimholder Senior Creditors is adverse to the interest of any Second Lien Claimholder; andthe Trustee or the Subordinated Creditor. (3d) each Second Lien Collateral Agent The Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Subordinated Security Documents or any other applicable Second Lien Subordinated Credit Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Senior Agent or any the other First Lien Claimholder Senior Creditors with respect to the Collateral as set forth in this Agreement and the First Lien Loan Senior Credit Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until So long as the Discharge of First Lien Obligations 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, each (i) the Second Lien Collateral Agent and the Second Lien Claimholders: (1) Noteholders will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including by way of setoff) with respect to the any Common Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action , institute any action or otherwise exercise any or all proceeding with respect to such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); providedremedies, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take including any action expressly permitted by Section 6); (2) will not of foreclosure, or contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any other First Lien Claimholder Creditor, or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder such party of any rights and remedies relating to the Common Collateral under the First Lien Loan Credit Documents or otherwise;(including any Enforcement Action initiated by otherwise, or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Agent or any the First Lien Claimholder Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Common Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (bii) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the other First Lien Claimholders Creditors shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment by way of setoff and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), refrain from enforcing or exercising remedies, and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Second Lien Collateral Agents Agent or any other Noteholder, all as if the Lien of the Second Lien ClaimholderCollateral Agent for the benefit of the Noteholders on the Common Collateral under the Noteholder Collateral Documents did not exist; provided that (A) in any proceeds received Insolvency or Liquidation Proceeding commenced by or against the First Guarantor, the Second Lien Collateral Agent or any Noteholder may file a claim or statement of interest with respect to the Noteholder Claims, (B) the Second Lien Collateral Agent or any Noteholder may take any action not adverse to the Liens on the Common Collateral securing the Lender Claims in excess order to establish, preserve, perfect 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 those necessary 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 achieve a Discharge file any proof of First claim and other filings and make any arguments and motions in order to preserve or protect its Lien Obligations are distributed on the Common Collateral that are, in accordance each case, not otherwise in contravention of the terms of this Agreement, with Section 4.1 respect to the Indenture and applicable lawthe Common Collateral. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Common Collateral, the First Lien Collateral Agent and the or any other First Lien Claimholders Creditors may enforce the provisions of the First Lien 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholderdiscretion. 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 creditor party under the UCC of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws bankruptcy or similar laws of any applicable jurisdiction. (cb) Notwithstanding The Second Lien Collateral Agent, for itself and on behalf of the foregoingNoteholders, agrees that neither the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of Agent nor the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) Noteholders will take any action not adverse that would hinder or cause to the priority status delay any exercise of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated undertaken by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” Creditor under the Loan Documents as secured parties in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunderCommon Collateral, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise; (2) each . The Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholderthe Noteholders, hereby waives any and all rights it or such Second Lien Claimholders the Noteholders may have as a junior lien creditor or otherwise (whether arising under the UCC or any other law) to object to the manner in which the First Lien Collateral Agent or any the other First Lien Claimholder seeks Creditors seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in on any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; andLender Collateral. (3c) each The Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Noteholder Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other the First Lien Claimholder Creditors with respect to the Common Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each the Second Lien Collateral Agent and the Second Lien Claimholders: (1i) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that each the Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 180 days has elapsed since the later of: (i) the date on which such the Second Lien Collateral Agent declared the existence of any “Event of Default (and as defined in) Default” under any Second Lien Document Documents and demanded the repayment of all the principal amount of any Second Lien Obligations; Obligations and (ii) the date on which the First Lien Collateral Agent received notice from such the Second Lien Collateral Agent of such declarations of such an “Event of Default and demand for payment Default” (the “Standstill Period”) (provided that the Second Lien Collateral Agent shall have given the First Lien Collateral Agent at least 15 days written notice prior to such Enforcement Action, which notice may be given during the pendency of the applicable Standstill Period); provided, further, that notwithstanding anything herein to the contrary, in no event shall any the Second Lien Collateral Agent or any Second Lien Claimholder take exercise any Enforcement Action rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies (or shall have sought or requested relief or modification of the automatic stay or any other stay in an Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6Agent); (2ii) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) andotherwise; (3iii) subject to their rights under Section 3.1(a)(1)clause (a)(i) above, will not object to the forbearance by the First Lien Collateral Agent or any the First Lien Claimholder Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 the UCC and other applicable law, subject to the relative priorities described herein; (iv) will not take or cause to be taken any action, the purpose or effect of which is to make any Lien in respect of any Second Lien Obligation pari passu with or senior to, or give any Second Lien Claimholder any preference or priority relative to, the Liens with respect to the First Lien Obligations or the First Lien Claimholders; and (v) will not institute any suit or other proceeding or assert in any suit, Insolvency or Liquidation Proceeding or other proceeding any claim against any First Lien Claimholder or First Lien Collateral Agent seeking damages from or other relief by way of specific performance, injunction or otherwise, with respect to, and no First Lien Claimholder or First Lien Collateral Agent shall be liable to the Second Lien Collateral Agent or any Second Lien Claimholder for, any action taken or omitted to be taken by such First Lien Claimholder or First Lien Collateral Agent with respect to any Collateral or pursuant to the First Lien Loan Documents. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(13.1(a)(i), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to “credit bid bid” their debt, except that the Second Lien Collateral Agents Agent shall have the “credit bid bid” rights set forth in Section 3.1(c)(63.1(c)(vi)), and subject to Section 5.1, to make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents Agent or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 the UCC and other applicable law, subject to the relative priorities described herein. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents Agent or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents Agent and any other Second Lien Claimholder may: (1i) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, ) in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement)Collateral; (3iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4iv) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related relating to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents Agent or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5v) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(13.1(a)(i);; and (6vi) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each The Second Lien Collateral Agent, for itself and on behalf of each other applicable itself and the Second Lien ClaimholderClaimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(13.1(a)(i) (to the extent the Second Lien Collateral Agents Agent and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and ), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and (c) and Section 6.3(b): (1i) each the Second Lien Collateral Agent, for itself and on behalf of each other applicable the Second Lien ClaimholderClaimholders, agrees that such the Second Lien Collateral Agent and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2ii) each the Second Lien Collateral Agent, for itself and on behalf of each other applicable the Second Lien ClaimholderClaimholders, hereby waives any and all rights it or such the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other the First Lien Claimholder seeks Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder Claimholders is adverse to the interest of any the Second Lien ClaimholderClaimholders; and (3iii) each the Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Security Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other the First Lien Claimholder Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in To the extent not inconsistent with the terms of this Agreement, the Second Lien Collateral Agents Agent and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents Agent or any other Second Lien Claimholder Claimholders of the required payments of interest, principal principal, premium, fees and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any the Second Lien Collateral Agent or any other Second Lien Claimholder Claimholders of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreementthem. Nothing in this Agreement impairs shall impair or otherwise adversely affects affect any rights or remedies the First Lien Collateral Agent or any other the First Lien Claimholder Claimholders may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Company or any other GrantorObligors, each of the Second Lien Collateral Agent Agents, for itself and the on behalf of its Related Second Lien Claimholders, hereby agrees that it and its Related Second Lien Claimholders: (1) will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including setoff) with respect to the Collateralany Collateral or institute or commence, or join with any Person in instituting or commencing, any other Enforcement Action or any other 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); provided that each the Directing Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 180 days has elapsed since the later of: (i) Directing First Lien Collateral Agent shall have received notice from the date on which such Directing Second Lien Collateral Agent declared with respect to the existence acceleration by the relevant Second Lien Claimholders of any Event the maturity of Default all then outstanding Second Lien Obligations (and requesting that Enforcement Action be taken with respect to the Collateral) so long as defined in) under any Second Lien Document and demanded the repayment applicable “event of all default” shall not have been cured or waived (or the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the applicable acceleration rescinded)(the “Standstill Period”); provided, further, provided further that notwithstanding anything herein to the contrary, in no event shall any the Second Lien Collateral Agent Agents or any other Second Lien Claimholder take Claimholders exercise any Enforcement Action rights or remedies with respect to the any Collateral or institute or commence, or join with any Person in instituting or commencing, any other Enforcement Action or any other action or proceeding with respect to such rights or remedies, if, notwithstanding the expiration of the Standstill Period, either (iA) the Directing First Lien Collateral Agent or the any other First Lien Claimholders Claimholder shall have commenced and be diligently pursuing (or shall have sought or requested and be diligently pursuing relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and the pursuit of) an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice with any determination of such exercise which Collateral to proceed against, and in what order, to be given to made by the Second Directing First Lien Collateral AgentsAgent or such First Lien Claimholders in their reasonable judgment) or (iiB) any Grantor shall be subject to of the Obligors is then a debtor in any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6)Proceeding; (2) will not contest, protest or object to any foreclosure proceeding or action Enforcement Action brought by the Directing First Lien Collateral Agent or any other First Lien Claimholder or any other exercise by the Directing First Lien Collateral Agent or any other First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) andotherwise; (3) subject to their rights under Section 3.1(a)(1)clause (a)(1) above, will not object to the forbearance by the Directing First Lien Collateral Agent or any the other First Lien Claimholder Claimholders from bringing or pursuing any foreclosure proceeding or action Enforcement Action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the Directing First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder4.1; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;and (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral Collateral, or any proceeds of Collateral or payment with respect to any Collateral, in connection with the any Enforcement Action or any other exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditorcreditor or in connection with any insurance policy award or any award in a condemnation or similar proceeding (or deed in lieu of condemnation) with respect to any Collateral, in each case unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the such Second Lien Collateral Agents Agent and its Related Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement)4.1. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a3.1(a)(1), 3.1(c) and 6.3(b) and this Section 3.1(c), the sole right of the each Second Lien Collateral Agents Agent and the other Second Lien Claimholders with respect to the Collateral (other than inspection, monitoring, reporting and similar rights provided for in the Second Lien Financing Documents) is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any First Lien Obligor, subject to Sections 3.1(a)(1), 3.1(c) and 6.3(b), the First Lien Collateral Agents and the other First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise exercise any rights and remedies (including set-off, recoupment and the right to “credit bid” their debt, except that the Second Lien Collateral Agents shall have the “credit bid” rights set forth in Section 3.1(c)(6)), and make determinations regarding the release, Disposition, or restrictions with respect to the Collateral, in each case without any consultation with or the consent of any Second Lien Collateral Agent or any other Second Lien Claimholder; provided that any proceeds received by any First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agents and the other First Lien Claimholders may enforce the provisions of the First Lien Documents and exercise rights and remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with any Second Lien Collateral Agent or any other Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise Dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or other Disposition, and to exercise all the rights and remedies of a secured creditor under the UCC or other applicable law and of a secured creditor under Debtor Relief Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, each Second Lien Collateral Agent and any other Second Lien Claimholder may: (1) file a claim, proof of claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any of the Second Lien Obligors; (2) take any action in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral to the extent (A) not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the other First Lien Claimholders to exercise rights and remedies in respect thereof, and (B) not otherwise inconsistent with the terms of this Agreement, including the automatic release of Liens provided in Section 5.1; (3) 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 of the Second Lien Claimholders, including any claims or Liens secured by the Collateral, if any, in each case to the extent not inconsistent with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions with respect to the Second Lien Obligations and the Collateral that are, in each case, in accordance with the terms of this Agreement; provided that no filing of any claim or vote, or pleading relating to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by any Second Lien Collateral Agent or any other Second Lien Claimholder may be inconsistent with the terms of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); and (6) bid for or purchase any Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the Directing First Lien Collateral Agent or any other First Lien Claimholder, or any sale of any Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations. (d) Subject to Sections 3.1(a3.1(a)(1), 3.1(c) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable its Related Second Lien Claimholder, Claimholders: (1) agrees that such Second Lien Collateral Agent it and its Related Second Lien Claimholders will not take any action that would hinder hinder, delay, limit or prohibit any exercise of rights or remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer collection or other disposition Disposition of the any Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien securing any First Lien Obligations or any First Lien Collateral Document or subordinate the priority of the First Lien Obligations to the Second Lien Obligations or grant the Liens securing the Second Lien Obligations equal ranking to the Liens securing the First Lien Obligations; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such its Related Second Lien Claimholders may have as a junior lien Lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First Lien Collateral Agent Agents or any the other First Lien Claimholder seeks Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this AgreementObligations, regardless of whether any action or failure to act by or on behalf of the any First Lien Collateral Agent or any other First Lien Claimholder Claimholders is adverse to the interest of any Second Lien ClaimholderClaimholders; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the any First Lien Collateral Agent or any the other First Lien Claimholder Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (ea) Except as specifically set forth in this Agreement, the The Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor Obligors that has have guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any GrantorObligor, prior to the termination of the Standstill Period); provided that (i) any such exercise shall not be inconsistent with the terms of this Agreement (including Section 6) and (ii) in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of any Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing . Nothing in this Agreement shall prohibit the receipt by the any Second Lien Collateral Agents Agent or any other Second Lien Claimholder of the required payments of principal, premium, interest, principal fees and other amounts owed in respect of due under the Second Lien Obligations Documents so long as such receipt is not the direct or indirect result of the exercise by any a Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention respect of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) with respect to the ABL Priority Collateral. Until the Discharge Payment in Full of First Lien Obligations ABL Priority Debt has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Company Term Loan Claimholders will not exercise or seek to exercise any rights, powers, or remedies with respect to any ABL Priority Collateral (including taking any Enforcement Action with respect to any ABL Priority Collateral); provided, that (i) if a Term Loan Default has occurred and is continuing, Term Loan Agent may take Enforcement Actions with respect to any ABL Priority Collateral after the expiration of the applicable Standstill Period (it being understood that if at any time after the delivery of a Standstill Notice that commences a Standstill Period, no Term Loan Default is continuing, Term Loan Agent may not take Enforcement Actions with respect to any ABL Priority Collateral until the expiration of a new Standstill Period commenced by a new Standstill Notice relative to the occurrence of a new Term Loan Default that had not occurred as of the date of the delivery of the earlier Standstill Notice), and (ii) in no event shall Term Loan Agent or any other Grantor, each Second Lien Collateral Agent and the Second Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise Term Loan Claimholder exercise any rights or remedies with respect to the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the ABL Priority Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral ABL Agent or the First Lien Claimholders any other ABL Claimholder shall have commenced and be diligently pursuing an prior to the expiration of the Standstill Period (or thereafter but prior to the commencement of any Enforcement Action or other exercise of their rights or remedies in each case by Term Loan Agent with respect to all or any material portion of the Collateral (prompt notice of such exercise to ABL Priority Collateral) and be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that diligently pursuing in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain good faith an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without all or any consultation with or the consent material portion of the Second Lien Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien ABL Priority Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each Second Lien the Subordinated Collateral Agent Trustee and the Second Subordinated Lien Claimholders: (1) will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral (including the Collateral; provided that each Second exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Subordinated Collateral Trustee or any Subordinated Lien Collateral Agent may commence an Enforcement Action Claimholder is a party) or otherwise exercise institute any action or all proceeding with respect to such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take including any action expressly permitted by Section 6of foreclosure); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) otherwise; and (3) subject to their rights under Section 3.1(a)(1)clause (a)(1) above, will not object to the forbearance by the First Lien Collateral Agent or any the First Lien Claimholder Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary Liens granted to achieve a Discharge of First secure the Subordinated Lien Obligations are distributed of the Subordinated Lien Claimholders attach to the proceeds thereof subject to the relative priorities described in accordance with Section 4.1 and applicable law2. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt) and, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, to make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Subordinated Collateral Agents Trustee or any other Second Subordinated Lien Claimholder; provided that any proceeds received by that, the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First securing the Subordinated Lien Obligations are distributed shall remain on the proceeds of such Collateral released or disposed of subject to the relative priorities described in accordance with Section 4.1 and applicable law2. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholderdiscretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Subordinated Collateral Agents Trustee and any other Second Subordinated Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Subordinated Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, ) in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement)Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Subordinated Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;; and (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Subordinated Lien Obligations and the Collateral; provided that no filing of any claim or vote. The Subordinated Collateral Trustee, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of itself and each other applicable Second Subordinated Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and ), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Subordinated Collateral Agents Trustee and the Second Subordinated Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Subordinated Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second Lien the Subordinated Collateral AgentTrustee, for itself and on behalf of each other applicable Second the Subordinated Lien ClaimholderClaimholders, agrees that such Second Lien the Subordinated Collateral Agent Trustee and Second the Subordinated Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien the Subordinated Collateral AgentTrustee, for itself and on behalf of each other applicable Second the Subordinated Lien ClaimholderClaimholders, hereby waives any and all rights it or such Second the Subordinated Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other the First Lien Claimholder seeks Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder Claimholders is adverse to the interest of any Second the Subordinated Lien ClaimholderClaimholders; and (3) each Second Lien the Subordinated Collateral Agent Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Subordinated Lien Collateral Documents or any other applicable Second Subordinated Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other the First Lien Claimholder Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this AgreementSections 3.1(a) and (d), the Second Lien Subordinated Collateral Agents Trustee and the other Second Subordinated Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Subordinated Lien Obligations in accordance with the terms of the Second Subordinated Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor)law; provided that in the event that any Second Subordinated Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Subordinated Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Subordinated Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Subordinated Collateral Agents Trustee or any other Second Subordinated Lien Claimholder Claimholders of the required payments of interest, principal and other amounts owed in respect of the Second Subordinated Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien the Subordinated Collateral Agent Trustee or any other Second Subordinated Lien Claimholder Claimholders of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreementthem. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other the First Lien Claimholder Claimholders may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Senior Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorCompany, each Second the Junior Lien Representatives, the Junior Lien Collateral Agent Agents and the Second Junior Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Collateral Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that each Second any one or more of the Junior Lien Representative and the Junior Lien Collateral Agent may may, in accordance with any relevant Junior Lien Security Document, but is not required to, commence an a Collateral Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 180 days has elapsed since the later of: of (i) the date on which such Second a Junior Lien Collateral Agent Representative declared the existence of any Event of Default under (and as defined in) under any Second Junior Lien Document Documents and demanded the repayment of all the principal amount of any Second Junior Lien ObligationsObligations thereunder; and (ii) the date on which the First Senior Lien Collateral Agent Representatives received notice from such Second Junior Lien Collateral Agent Representative of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Junior Lien Representative, any Junior Lien Collateral Agent or any Second Junior Lien Claimholder take exercise any Enforcement Action rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First any Senior Lien Representative, any Senior Lien Collateral Agent or the First any applicable Senior Lien Claimholders Claimholder(s) shall have commenced and be diligently is pursuing an a Collateral Enforcement Action or other exercise of its or their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt written notice of such exercise to be given to the Second Junior Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6Representative); (2) will not contest, protest or object to (i) any foreclosure proceeding or action brought by the First any Senior Lien Representative, any Senior Lien Collateral Agent or any First Senior Lien Claimholder or (ii) any other exercise by the First any Senior Lien Representative, any Senior Lien Collateral Agent or any First Senior Lien Claimholder of any rights and remedies relating to the Collateral under the First Senior Lien Loan Documents or otherwise;(including otherwise (including any Collateral Enforcement Action initiated by or supported by the First any Senior Lien Representative, any Senior Lien Collateral Agent or any First Senior Lien Claimholder) ); and (3) subject to their rights under Section 3.1(a)(1), clause (a)(1) above will not object to the forbearance by the First any Senior Lien Representative, any Senior Lien Collateral Agent or any First Senior Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First any Senior Lien Collateral Agent Representative in excess of those necessary to achieve a Discharge of First Senior Lien Obligations are distributed in accordance with Section 4.1 5.1 hereof and applicable law. (b) Until the Discharge of First Senior Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorCompany, subject to Section 3.1(a)(14.1(a)(1), the First Senior Lien Representatives, the Senior Lien Collateral Agent Agents and the First Senior Lien Claimholders shall have the exclusive right to (i) commence and maintain an a Collateral Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Junior Lien Collateral Agents Representatives shall have the credit bid rights set forth in Section 3.1(c)(64.1(c)(6)), and (ii) subject to Section 5.15.3, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second any Junior Lien Representative, any Junior Lien Collateral Agents Agent or any other Second Junior Lien Claimholder; provided that that, in each case, any proceeds received by the First any Senior Lien Collateral Agent Representative in excess of those necessary to achieve a Discharge of First Senior Lien Obligations are distributed in accordance with Section 4.1 5.1 hereof and applicable law. In commencing or maintaining any Collateral Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Senior Lien Representatives, Senior Lien Collateral Agent Agents and the First Senior Lien Claimholders may enforce the provisions of the First Senior 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 in compliance with any applicable law and without consultation with the Second any Junior Lien Representative, any Junior Lien Collateral Agents Agent or any Second other Junior Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Junior Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws Law of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second any Junior Lien Representative, any Junior Lien Collateral Agents Agent, in accordance with any relevant Junior Lien Security Document, and any other Second Junior Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Junior Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorCompany; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Senior Lien Obligations, or the rights of any First Senior Lien Representative, any Senior Lien Collateral Agent or the First Senior Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement)Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Junior Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Junior Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second any Junior Lien Representative, any Junior Lien Collateral Agents Agent or any other Second Junior Lien Claimholder Claimholder, may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(14.1(a)(1);; and (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First any Senior Lien Representative, any Senior Lien Collateral Agent or any other First Senior Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Junior Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Senior Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of itself and each other applicable Second Junior Lien ClaimholderClaimholder represented by it, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Senior Lien Obligations has occurred, except in connection with any foreclosure that is expressly permitted by Section 3.1(a)(14.1(a)(1) (to pursue after the expiration of the Standstill Period to the extent the Second such Junior Lien Representative or such Junior Lien Collateral Agents Agent and Second Junior Lien Claimholders represented by it are permitted to retain the proceeds thereof in accordance with Section 4.2 5.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Senior Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 4.1(a), 6.3(b) and this Section 3.1(c4.1(c), the sole right of the Second Junior Lien Representatives, the Junior Lien Collateral Agents and the Second other Junior Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Junior Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Senior Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c4.1(a) and (c) and Section 6.3(b): (1) each Second Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other applicable Second Junior Lien ClaimholderClaimholder represented by it, agrees that such Second Junior Lien Representative or such Junior Lien Collateral Agent and Second such Junior Lien Claimholders represented by it will not take any action that would hinder any exercise of remedies under the First Senior Lien Loan Documents or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other applicable Second Junior Lien ClaimholderClaimholder represented by it, hereby waives any and all rights it such Junior Lien Representative or such Second Junior Lien Collateral Agent and such Junior Lien Claimholders represented by it may have as a junior lien creditor or otherwise to object to the manner in which the First any Senior Lien Representative, any Senior Lien Collateral Agent or any other First Senior Lien Claimholder seeks to enforce or collect the First Senior Lien Obligations or the Liens securing the First Senior Lien Obligations granted in any of the First Senior Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First any Senior Lien Representative, any Senior Lien Collateral Agent or any other First Senior Lien Claimholder is adverse to the interest of any Second Junior Lien Claimholder; and (3) each Second Junior Lien Representative and each Junior Lien Collateral Agent Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second any Junior Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First any Senior Lien Representative, any Senior Lien Collateral Agent or any other First Senior Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Senior Lien Loan Documents. (e) Except as specifically set forth in this Agreement, Article II of the Second Initial Junior Lien Indenture and the Note Subordination Agreement, the Junior Lien Representatives, the Junior Lien Collateral Agents and the other Second Junior Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Junior Lien Obligations in accordance with the terms of the Second Junior Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantorthe Company); provided that in the event that any Second Junior Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Junior Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Senior Lien Obligations) in the same manner as the other Liens securing the Second Junior Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a4.1(a) and 3.1(d(d), and without limiting Article II of the Initial Junior Lien Indenture or the Note Subordination Agreement, nothing in this Agreement shall prohibit the receipt by the Second any Junior Lien Representative, any Junior Lien Collateral Agents Agent or any other Second Junior Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Junior Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Junior Lien Representative, any Junior Lien Collateral Agent or any other Second Junior Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Junior Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First any Senior Lien Representative, any Senior Lien Collateral Agent or any other First Senior Lien Claimholder may have with respect to the First Senior Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, each the Second Lien Collateral Agent Representatives and the Second Lien ClaimholdersSecured Parties: (1) will not commence or maintain, or seek to commence or maintainmaintain (or join any other Person in commencing or maintaining), any Enforcement Action or otherwise exercise any rights or remedies with respect (including setoff, recoupment, and the right to the credit bid debt, if any) against Collateral; provided that each the Designated Second Lien Collateral Agent Representative may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: of (i) the date on which such a Second Lien Collateral Agent Representative declared the existence of any “Event of Default Default” under (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien ObligationsObligations thereunder; and (ii) the date on which the First Lien Collateral Agent Representatives received notice from such Second Lien Collateral Agent Representative of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to such 150 days Standstill Period shall be tolled at any time when the contrary, in no event shall any Second First Lien Collateral Agent Representative or any Second the applicable First Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, Secured Parties (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be are diligently pursuing in good faith an Enforcement Action or other exercise of their rights or remedies in each case with respect to against all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject are stayed from exercising remedies with respect to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6)the Collateral; (2) will not contest, protest or object to (or support any other Person contesting, protesting or objecting) any foreclosure or enforcement proceeding or action brought by the any First Lien Collateral Agent Representative or any First Lien Claimholder Secured Party or any other exercise by the any First Lien Collateral Agent Representative or any First Lien Claimholder Secured Party of any rights and remedies relating to against the Collateral under the First Lien Loan Documents or otherwise;(including otherwise (including any Enforcement Action initiated by or supported by the any First Lien Collateral Agent Representative or any First Lien Claimholder) Secured Party); and (3) subject to their rights under Section 3.1(a)(1), clause (a)(1) above will not object to the forbearance by any First Lien Representative or the First Lien Collateral Agent or any First Lien Claimholder Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to against the Collateral, in each case so long as any proceeds received by the any First Lien Collateral Agent Representative in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law4.1. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent Representatives and the First Lien Claimholders Secured Parties shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6))Action, and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to of the Collateral without any consultation with or the consent of the any Second Lien Collateral Agents Representative or any other Second Lien ClaimholderSecured Party; provided that any proceeds received by the any First Lien Collateral Agent Representative in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable lawhereof. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the CollateralAction, the First Lien Collateral Agent Representatives and the First Lien Claimholders Secured Parties may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, thereunder all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder Representative or any other Second Lien Secured Party and regardless of whether any such exercise is adverse to the interest of any Second Lien ClaimholderSecured Party. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the any Second Lien Collateral Agents Representative and any other Second Lien Claimholder Secured Party may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantor; (2) take any action (not in breach of any term of this Agreement and not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent Representative or the First Lien Claimholders Secured Parties to exercise remedies in respect thereof, ) in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement)Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of of, or treatment of, the claims of the Second Lien ClaimholdersSecured Parties, including any claims secured by the Collateral, if any, in each case not in accordance with the terms breach of any term of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, not in accordance with the terms breach of any term of this Agreement, with respect to the Second Lien Obligations, the Liens securing the Second Lien Obligations and the Collateral; provided that no such vote, filing of any claim claim, other filings or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan arguments shall be in breach of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions term of this Agreement; (5) exercise any of its rights or remedies with respect to against the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the any First Lien Collateral Agent Representative or any other First Lien ClaimholderSecured Party, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and. (7) take join (but not exercise any action not otherwise in violation of this Agreement control with respect to) any judicial foreclosure proceeding, other judicial lien enforcement proceeding or motion to lift the automatic stay with respect to the Collateral initiated by the First Lien Representative or any other First Lien Secured Party to the extent that any such action would not restrain, hinder, limit, delay or otherwise interfere (in each case, as reasonably determined by the Designated First Lien Representative) with the exercise of remedies by the Designated First Lien Representative or such other First Lien Secured Party (it being understood that neither the Designated Second Lien Representative nor any other Second Lien Secured Party shall be entitled to receive any proceeds thereof unless otherwise permitted herein); (8) take any action, and file any pleading or document, in each case, that is necessary to prevent the running of any applicable statute of limitation limitations with respect to any claim or similar restriction on claimscause of action related to the Second Lien Obligations or the Liens securing the Second Lien Obligations; (9) exercise all rights to obtain information concerning the Grantor, the Collateral or the Liens securing the Second Lien Obligations; or (10) take any action, and exercise any and all rights provided for under this Agreement. Each Second Lien Collateral AgentRepresentative, for itself and on behalf of each other applicable itself and the Second Lien ClaimholderSecured Parties represented by it, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to against any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the such Second Lien Collateral Agents Representative and Second Lien Claimholders Secured Parties represented by it are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and ), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents Representatives and the other Second Lien Claimholders with respect to Secured Parties against the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c(b), (c) and Section 6.3(b):6: (1) each Second Lien Collateral AgentRepresentative, for itself and on behalf of each other applicable the Second Lien ClaimholderSecured Parties represented by it, agrees that such Second Lien Collateral Agent Representative and such Second Lien Claimholders Secured Parties represented by it will not take any action that would hinder hinder, delay, limit or prohibit any exercise of remedies under the First Lien Loan Documents against the Collateral or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Collateral AgentRepresentative, for itself and on behalf of each other applicable the Second Lien ClaimholderSecured Parties represented by it, hereby waives any and all rights it such Second Lien Representative or such Second Lien Claimholders Secured Parties represented by it may have as a junior lien creditor or otherwise (whether arising under the UCC, any Bankruptcy Law or any other applicable law) to object to the manner in which the any First Lien Collateral Agent Representative or any other First Lien Claimholder Secured Party seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this AgreementAgreement and applicable law, regardless of whether any action or failure to act by or on behalf of the any First Lien Collateral Agent Representative or any other First Lien Claimholder Secured Party is adverse to the interest of any Second Lien ClaimholderSecured Party; and (3) each Second Lien Collateral Agent Representative, for itself and on behalf of the Second Lien Secured Parties represented by it, hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the any First Lien Collateral Agent Representative or any other First Lien Claimholder Secured Party with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth would be in breach of the express terms of this Agreement, the Second Lien Collateral Agents Representatives and the other Second Lien Claimholders Secured Parties may exercise any and all rights and remedies as unsecured creditors against the Company Borrower or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder Secured Party becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until So long as the Discharge of First Senior 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, each Second (i) the Junior Lien Collateral Agent and the Second Lien Claimholders: (1) Lender will not commence or maintain, (x) exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including setoff) with respect to the Collateral; provided that each Second any Shared Collateral in respect of any Junior Lien Collateral Agent may commence an Enforcement Action Obligations, or otherwise exercise institute any action or all proceeding with respect to such rights or remedies after the passage (including any action of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”foreclosure); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (iy) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2) will not contest, protest or object to any foreclosure proceeding or other action brought with respect to the Shared Collateral, the exercise of any right by the First Senior Lien Collateral Agent Representative or any First Senior Lien Claimholder Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Lien Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Senior Lien Representative or any Senior 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 First Lien Claimholder such party of any rights and remedies relating to the Shared Collateral under the First Senior Lien Loan Documents Debt Documents, or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder(z) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Senior Lien Collateral Agent or any First Lien Claimholder Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, Shared Collateral in each case so long as any proceeds received by the First Lien Collateral Agent in excess respect of those necessary to achieve a Discharge of First Senior Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (bii) Until the Discharge of First Senior Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent Representative and the First Senior Lien Claimholders Secured Parties shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment setoff and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), ) and subject to Section 5.1, make determinations regarding the release, disposition, disposition or restrictions with respect to the Shared Collateral without any consultation with or the consent of the Second Junior Lien Lender; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, the Junior Lien Lender may file a claim, proof of claim or statement of interest with respect to the Junior Lien Obligations, (B) the Junior Lien Lender may take any action (not adverse to the prior Liens on the Shared Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by securing the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Senior Lien Obligations are distributed or the rights of the Senior Lien Representative or the other Senior 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 Shared Collateral, (C) the Junior Lien Lender may make a claim for adequate protection, solely to the extent expressly provided in Section 6.03, and the Junior Lien Lender 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 Lien Lender or the avoidance of any Junior Priority Lien to the extent not inconsistent with the terms of this Agreement, (D) the Junior Lien Lender may vote on any plan of reorganization or plan of liquidation (or other plans of similar effect under any Bankruptcy Law) proposed in or in connection with any Insolvency or Liquidation Proceeding solely in accordance with Section 4.1 6.10(b), and applicable law(E) the Junior Lien Lender may take any action in order to create, prove, perfect, preserve, protect and enforce its rights under the Junior Lien Debt Documents including the Junior Lien Collateral Documents to the extent relating to assets that do not constitute Shared Collateral. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Senior Lien Collateral, the First Senior Lien Collateral Agent Representative and the First other Senior Lien Claimholders Secured Parties may enforce the provisions of the First Senior Lien Loan Debt Documents and exercise remedies thereunderin accordance with the terms thereof, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholderdiscretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of 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 creditor lender under the UCC Uniform Commercial Code or any other applicable law of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (cb) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause So long as the Discharge of First Senior Lien Obligations; and (7Obligations has not occurred, except as expressly provided in the proviso of Section 3.01(a) take any action not otherwise in violation of this Agreement but subject to Article IV, the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Junior Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, Lender agrees that it will not take or receive any Shared Collateral or any proceeds Proceeds of Shared Collateral in connection with the exercise of any right or remedy (including set-off and recoupmentsetoff) with respect to any Shared Collateral in its capacity as a creditor, unless and until the Discharge respect of First Junior Lien Obligations has occurred, except or in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement)Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, unless and until the Discharge of First Senior Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this the proviso of Section 3.1(c3.01(a), the sole right of the Second Junior Lien Collateral Agents and the Second Lien Claimholders Lender with respect to the Shared Collateral is to hold a Lien on the Shared Collateral in respect of Junior Lien Obligations pursuant to the Second Junior Lien Collateral Debt Documents for the period and to the extent granted therein and to be next to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of First Senior Lien Obligations has occurred. (dc) Subject to Sections 3.1(a)Until the Discharge of Senior Lien Obligations, 3.1(cthe Junior Lien Lender (i) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second the Junior Lien Collateral Agent and Second Lien Claimholders Lender will not take any action that would hinder any exercise of remedies under undertaken by the First Senior Lien Loan Documents Representative or is otherwise prohibited hereunderany Senior Lien Secured Party with respect to the Shared Collateral, including any sale, lease, exchange, transfer or other disposition of the Shared Collateral, whether by foreclosure or otherwise; , and (2ii) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Senior Lien Collateral Agent Representative or any other First the Senior Lien Claimholder seeks Secured Parties seek to enforce or collect the First Senior Lien Obligations or the Liens securing the First Lien Obligations granted in on any of the First Lien Collateral undertaken in accordance with this AgreementShared Collateral, regardless of whether any action or failure to act by or on behalf of the First Senior Lien Collateral Agent Representative or any other First Senior Lien Claimholder Secured Party is adverse to the interest interests of any Second the Junior Lien Claimholder; andLender. (3d) each Second The Junior Lien Collateral Agent Lender hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second any Junior Lien Collateral Documents or any other applicable Second Lien Debt Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Senior Lien Collateral Agent Representative or any other First the Senior Lien Claimholder Secured Parties with respect to the Senior Lien Collateral as set forth in this Agreement and the First Senior Lien Loan Debt Documents. (e) Except as specifically set forth in this AgreementUntil the Discharge of Senior Lien Obligations, the Second Senior Lien Representative shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral Agents and shall have the other Second Lien Claimholders may exercise rights exclusive right to determine and remedies as unsecured creditors against direct the Company time, method and place for exercising such right or remedy or conducting any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations proceeding with respect thereto, in each case in accordance with the terms of the Second Senior Lien Documents and applicable law Debt Documents. Following the Discharge of Senior Lien Obligations but subject to Section 6.04, the Junior Lien Lender (other than initiating or joining in an involuntary case any Person authorized by it) shall have the exclusive right to (x) exercise any right or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor remedy with respect to the Second Lien ObligationsShared Collateral and (y) to direct the time, such judgment Lien shall be subject method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the terms of this Agreement for all purposes (including in relation to the First Junior Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have Lender with respect to the First Shared Collateral, or of exercising or directing the exercise of any trust or power conferred on the Junior Lien Collateral. (g) The First Lender, or for the taking of any other action authorized by the Junior Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunderDocuments.

Exercise of Remedies. (a) Until So long as the Discharge of First Lien Obligations 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, each Second Lien Collateral Agent and (i) neither the Second Lien Claimholders: Trustee nor any Noteholder will (1x) will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including setoff) with respect to the Collateral; provided that each Second Lien any Common Collateral Agent may commence an Enforcement Action in respect of any Noteholder Claims, institute any action or otherwise exercise any or all proceeding with respect to such rights or remedies after the passage (including any action of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”foreclosure); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (iy) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2) will not contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the First Lien Collateral Intercreditor Agent or any First Lien Claimholder 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, or other Comparable Noteholder Collateral Document, to which the Trustee or any Noteholder 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 First Lien Claimholder such party, of any rights and remedies relating to the Common Collateral under the First Lien Loan Senior Lender Documents or otherwise;(including any Enforcement Action initiated by otherwise in respect of Senior Lender Claims, or supported by the First Lien Collateral Agent or any First Lien Claimholder(z) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Agent or any First Lien Claimholder Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the CollateralCommon 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 the Trustee or any Noteholder; provided, however, that (A) in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims and (B) the Trustee 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 subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights limitations set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law6.3. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Senior Lender Collateral, the First Lien Collateral Intercreditor Agent and the First Lien Claimholders Senior Lenders may enforce the provisions of the First Lien Loan 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholderdiscretion. 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 creditor lender under the UCC Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (cb) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause So long as the Discharge of First Lien Obligations; and (7) take any action Senior Lender Claims has not otherwise in violation of this Agreement to occurred, the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral AgentTrustee, for itself and on behalf of itself and each other applicable Second Lien ClaimholderNoteholder, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including set-off and recoupmentsetoff) with respect to any Common Collateral in its capacity as a creditor, unless and until the Discharge respect of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement)Noteholder Claims. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations Senior Lender Claims has occurred, except as expressly provided in Sections the proviso in clause (ii) of Section 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents Trustee and the Second Lien Claimholders Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of Noteholder Claims pursuant to the Second Lien Collateral Noteholder Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations the Senior Lender Claims has occurred. (dc) Subject to Sections the proviso in clause (ii) of Section 3.1(a), 3.1(c(i) and Section 6.3(b): (1) each Second Lien Collateral Agentthe Trustee, for itself and on behalf of each other applicable Second Lien ClaimholderNoteholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders neither the Trustee nor any Noteholder will not take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the First Lien Senior Loan Documents or is otherwise prohibited hereunderDocuments, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise; , and (2ii) each Second Lien Collateral Agentthe Trustee, for itself and on behalf of each other applicable Second Lien ClaimholderNoteholder, hereby waives any and all rights it or such Second Lien Claimholders any Noteholder may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Intercreditor Agent or any other First Lien Claimholder seeks the Senior Lenders seek to enforce or collect the First Lien Obligations Senior Lender Claims or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this AgreementSenior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Intercreditor Agent or any other First Lien Claimholder Senior Lenders is adverse to the interest interests of any Second Lien Claimholder; andthe Noteholders. (3d) each Second Lien Collateral Agent The Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Noteholder Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Intercreditor Agent or any other First Lien Claimholder the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the First Lien Loan Senior Lender Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until So long as the Discharge of First 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, each Second : (i) the Second-Lien Collateral Agent and the Second other Second-Lien Claimholders: (1) Claimholders will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) right under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Second-Lien Collateral Agent or any Second Second-Lien Claimholder take is a party) or institute or commence, or join with any Enforcement Action Person in commencing, any action or proceeding with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their such rights or remedies in each case with respect to all (including any action of foreclosure, enforcement, collection or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to execution and any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6Proceeding); (2) , and will not contest, protest or object to any foreclosure proceeding or action brought by the First First-Lien Collateral Agent or any First other First-Lien Claimholder Creditor or any other exercise by the First First-Lien Collateral Agent or any First other First-Lien Claimholder Creditor, of any rights and remedies relating to the Collateral under the First First-Lien Loan Credit Documents or otherwise;(including any Enforcement Action initiated by otherwise, or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First First-Lien Collateral Agent or any First the other First-Lien Claimholder Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the First-Lien Agent shall have the exclusive right, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Required First-Lien Claimholders Creditors shall have the exclusive right to commence and maintain an Enforcement Action or otherwise instruct the First-Lien Agent, to enforce rights, exercise remedies (including set-off, recoupment setoff and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), ) and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Second-Lien Collateral Agents Agent or any other Second Second-Lien Claimholder, all as though the Second-Lien Obligations did not exist; provided that provided, that, (A) in any proceeds received Insolvency or Liquidation Proceeding commenced by or against the First Borrower or any other Grantor, the Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien Obligations, (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Agent or the other First-Lien Creditors to exercise remedies in excess respect thereof) in order to preserve or protect its Lien on the Shared Collateral in a manner not otherwise inconsistent with the terms of those this Agreement, and (C) the Second-Lien Claimholders shall be entitled to file any necessary responsive or defensive pleading in opposition to achieve 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 Shared Collateral, if any, in each case in a Discharge manner not otherwise inconsistent with the terms of First Lien Obligations are distributed in accordance with Section 4.1 and applicable lawthis Agreement. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First First-Lien Collateral Agent and the First other First-Lien Claimholders Creditors may enforce the provisions of the First First-Lien Loan 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholderdiscretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (cb) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second The Second-Lien Collateral Agent, for itself and on behalf of each other applicable Second itself and the Second-Lien ClaimholderClaimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupmentsetoff) with respect to any Collateral in its capacity as a creditorCollateral, unless and until the Discharge of First First-Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First First-Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right rights of the Second Second-Lien Collateral Agents Agent and the Second other Second-Lien Claimholders with respect to the Collateral is are limited to the right to hold a Lien on the Shared Collateral pursuant to the Second Second-Lien Collateral Security Documents for the period and to the extent granted therein and therein, to receive a share of the proceeds thereof, if any, after the Discharge of First First-Lien Obligations has occurredoccurred in accordance with the terms of the Second-Lien Notes Documents and applicable law, and to exercise only such other rights as are expressly permitted herein. (dc) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second The Second-Lien Collateral Agent, for itself and on behalf of the Second-Lien Claimholders, and each other applicable Second Second-Lien ClaimholderClaimholder (by its acceptance of the benefits of the Second-Lien Notes Documents), (i) agrees that such Second the Second-Lien Collateral Agent and Second the other Second-Lien Claimholders will not take any action that would hinder hinder, delay, limit or prohibit any exercise of remedies under the First First-Lien Loan Documents or is otherwise prohibited hereunderCredit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; , or that would limit, invalidate, avoid or set aside any Lien or First-Lien Security Document or subordinate the priority of the First-Lien Obligations to the Second-Lien Obligations or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations and (2ii) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second the Second-Lien Claimholders may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First First-Lien Collateral Agent or any the other First First-Lien Claimholder seeks Creditors seek to enforce or collect the First First-Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First First-Lien Collateral undertaken in accordance with this AgreementCollateral, regardless of whether any action or failure to act by or on behalf of the First First-Lien Collateral Agent or any other First First-Lien Claimholder Creditors is adverse to the interest of any Second the Second-Lien Claimholder; andClaimholders. (3d) each Second The Second-Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Second-Lien Collateral Security Documents or any other applicable Second Second-Lien Notes Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First First-Lien Collateral Agent or any the other First First-Lien Claimholder Creditors with respect to the Collateral as set forth in this Agreement and the First First-Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the Second The Second-Lien Collateral Agents Agent, for itself and on behalf of the Second-Lien Claimholders, and each Second-Lien Claimholder (by its acceptance of the benefits of the Second-Lien Notes Documents) agrees that the Second-Lien Collateral Agent and the other Second Second-Lien Claimholders may exercise rights and remedies as unsecured creditors against will not, without the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms prior written consent of the Second Required First-Lien Documents and applicable law Creditors (other than initiating or joining in an involuntary case the First-Lien Agent at their direction or proceeding under with their consent), issue any Insolvency payment blockage or Liquidation Proceeding similar notice with respect to any Grantor); provided obligations that are subordinated in the event that right of payment to any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second First-Lien Obligations are subject to this Agreementbefore the Discharge of First-Lien Credit Agreement Obligations has occurred. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until So long as the Discharge of First Lien ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company one or more of ARC or any other Grantor, each Second Lien Collateral Agent and the Second Lien Claimholders: (1i) None of the Term Representatives nor any of the other Term Secured Parties (x) will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including setoff) with respect to any ABL Priority Collateral (including the exercise of any right under any lockbox agreement or account control agreement (but excluding such lockbox or deposit account that does not receive proceeds of ABL Priority Collateral), landlord waiver or bailee’s letter or similar agreement or arrangement in respect of ABL Priority Collateral to which the Term Representatives or any other Term Secured Party is a party) or institute or commence or join with any Person (other than ABL Agent and the other ABL Secured Parties) in commencing any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution); provided provided, however, that each Second Lien Collateral Agent the Designated Term Representative may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 one hundred eighty (180) days has elapsed since the later of: (i) from the date on of delivery of a notice in writing to ABL Agent of the Designated Term Representative’s intention to exercise its right to take such actions which such Second Lien Collateral Agent declared the existence of any notice shall also state that an Event of Default (is continuing under the Term Documents and Term Obligations have been accelerated as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations a result of such Event of Default and demand for payment (the “Term Standstill Period”); provided, further, that however, notwithstanding anything herein to the contrary, in no event shall neither the Designated Term Representative nor any Second Lien Collateral Agent other Term Secured Party will exercise any rights or any Second Lien Claimholder take any Enforcement Action remedies with respect to the any ABL Priority Collateral if, notwithstanding the expiration of the Term Standstill Period, (i) the First Lien Collateral ABL Agent or the First Lien Claimholders other ABL Secured Parties shall have commenced and be diligently pursuing an Enforcement Action or other the exercise of any of their rights or remedies in each case with respect to all or any material portion of the ABL Priority Collateral (prompt notice of such exercise to be given to the Second Lien Collateral AgentsDesignated Term Representative) and are pursuing in good faith the exercise thereof or (ii) any Grantor shall be subject to any are stayed from pursuing such exercise, including as a result of an Insolvency or Liquidation Proceeding Proceeding, (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2y) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral ABL Agent or any First Lien Claimholder other ABL Secured Party with respect to, or any other exercise by the First Lien Collateral ABL Agent or any First Lien Claimholder other ABL Secured Party of any rights and remedies relating to to, the ABL Priority Collateral under the First Lien Loan ABL Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) and otherwise, and (3z) subject to their its rights under Section 3.1(a)(1)clause (i)(x) above, will not object to the forbearance by the First Lien Collateral ABL Agent or any First Lien Claimholder the other ABL Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the ABL Priority Collateral, in each case of clauses (x), (y) and (z) above, so long as the respective interests of the Term Secured Parties attach to the Proceeds thereof subject to the relative priorities described in Section 3.1; provided, however, that nothing in this Section 3.2(a) shall be construed to authorize any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Term Representative or any other Grantor, subject Term Secured Party to Section 3.1(a)(1), sell any ABL Priority Collateral free of the First Lien Collateral of ABL Agent or any other ABL Secured Party; and (ii) ABL Agent on behalf of itself and the First Lien Claimholders other ABL Secured Parties shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment off and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), ) and subject to Section 5.1, make determinations regarding the release, dispositionDisposition of, or restrictions with respect to to, the ABL Priority Collateral without any consultation with or the consent of any of the Second Lien Collateral Agents Designated Term Representative or any other Second Term Secured Party; provided, that: (A) the Term Representatives may take any action (not adverse to the prior Liens on the ABL Priority Collateral securing the ABL Obligations, or the rights of ABL Agent or any other ABL Secured Parties to exercise remedies in respect thereof) in order to preserve or protect its Lien Claimholder; provided that any proceeds received by on the First Lien ABL Priority Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with applicable law and in a manner not in contravention of the terms of this Agreement (including, but not limited to, any of the provisions of Section 4.1 3.5); (B) the Term 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 Secured Parties, including any claims secured by the ABL Priority Collateral, if any, in each case in accordance with applicable law and in a manner not in contravention of the terms of this Agreement (including, but not limited to, any of the provisions of Section 3.5); (C) the Term 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 Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with applicable law and not in contravention of the terms of this Agreement (including, but not limited to, any of the provisions of Section 3.5); (D) the Term 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 a manner not in contravention of the terms of this Agreement; and (E) the Designated Term Representative or any other Term Secured Party may exercise any of its rights or remedies with respect to the ABL Priority Collateral after the termination of the Term Standstill Period to the extent permitted by clause (i)(x) above. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the ABL Priority Collateral, the First Lien Collateral ABL Agent and the First Lien Claimholders other ABL Secured Parties may enforce the provisions of the First Lien Loan 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholderdiscretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of ABL Priority Collateral upon foreclosure, to incur expenses in connection with such sale or dispositionDisposition, and to exercise all the rights and remedies of a secured creditor under the UCC of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (cb) Notwithstanding the foregoingEach Term Representative, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each itself and the other applicable Second Lien ClaimholderTerm Secured Parties that it represents, agrees that it will not take or receive any ABL Priority Collateral or any proceeds Proceeds of ABL Priority Collateral in connection with the exercise of any right or remedy (including set-off and recoupmentsetoff) with respect to any ABL Priority Collateral in its capacity as a creditor, unless and until the Discharge of First Lien ABL Obligations has occurred, except as expressly provided in connection with any foreclosure expressly permitted by the first proviso in clause (i)(x), or in the proviso in clause (ii), of Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement3.2(a). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien ABL Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this the first proviso in clause (i)(x), or in the proviso in clause (ii), of Section 3.1(c3.2(a), the sole right of the Second Lien Collateral Agents Term Representatives and the Second Lien Claimholders other Term Secured Parties with respect to the ABL Priority Collateral is to hold a Lien on the ABL Priority Collateral pursuant to the Second Lien Collateral Term Documents for the period and to the extent granted therein and to receive a share of the proceeds Proceeds thereof, if any, after the Discharge of First Lien the ABL Obligations has occurredoccurred in accordance with the terms hereof, the ABL Documents and applicable law. (dc) Subject to Sections 3.1(athe first proviso in clause (i)(x) of Section 3.2(a), 3.1(cthe proviso in clause (ii) of Section 3.2(a) and Section 6.3(b3.4(a): (1i) each Second Lien Collateral AgentTerm Representative, for itself and on behalf of each the other applicable Second Lien ClaimholderTerm Secured Parties that it represents, agrees that such Second Lien Collateral Agent Term Representative and Second Lien Claimholders the other Term Secured Parties that it represents will not take any action that would hinder any exercise of remedies under the First Lien Loan ABL Documents with respect to the ABL Priority Collateral or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition Disposition of the ABL Priority Collateral, whether by foreclosure or otherwise;, and (2ii) each Second Lien Collateral AgentTerm Representative, for itself and on behalf of each the other applicable Second Lien ClaimholderTerm Secured Parties that it represents, hereby waives any and all rights it or such Second Lien Claimholders the other Term Secured Parties may have as a junior lien creditor with respect to the ABL Priority Collateral or otherwise to object to the manner in which the First Lien Collateral ABL Agent or any the other First Lien Claimholder seeks ABL Secured Parties seek to enforce or collect the First Lien ABL Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this AgreementABL Priority Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral ABL Agent or any the other First Lien Claimholder ABL Secured Parties is adverse to the interest of any Second Lien Claimholder; andthe Term Secured Parties in the ABL Priority Collateral. (3d) each Second Lien Collateral Agent Each Term Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Term Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral ABL Agent or any the other First Lien Claimholder ABL Secured Parties with respect to the ABL Priority Collateral as set forth in this Agreement and the First Lien Loan ABL Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until Subject to Section 3.1(c) of this Agreement and Section 6.3(d) of the CPLV Lease, unless and until the earlier of (x) the Discharge of First Lien Tenant Financing Obligations has occurred or (y) the CPLV Lease Exercise Conditions have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorTenant, each Second Lien Collateral Agent and the Second Lien ClaimholdersLandlord: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (other than a Permitted CPLV Lease Reserve Account Collateral Application or as specifically set forth in the Trademark Security Agreement and Sections 3(k), 6 and 7 of the Landlord Financing SNDA) with respect to the CPLV Lease Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise any exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein by Landlord prior to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor CPLV Lease Termination Conditions shall be subject to the limitations in the CPLV Lease and Landlord may not complete any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6)foreclosure prior to the satisfaction of the CPLV Lease Termination Conditions; (2) except as set forth in Section 2.4 or 3.1(e), will not contest, protest or protest, object to or take any other action that would hinder any foreclosure proceeding or action brought by the First Lien any Tenant Financing Collateral Agent or any First Lien other Tenant Financing Claimholder or any other exercise by the First Lien any Tenant Financing Collateral Agent or any First Lien other Tenant Financing Claimholder of any rights and remedies relating to the CPLV Lease Collateral under the First Lien Loan Tenant Financing Documents or otherwise;(including otherwise (including any Enforcement Action initiated by or supported by the First Lien any Tenant Financing Collateral Agent or any First Lien Tenant Financing Claimholder) ), provided that such Enforcement Action, foreclosure proceeding, action or other exercise of rights and remedies is in accordance with the provisions of the CPLV Lease and this Agreement; and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance bid for or purchase CPLV Lease Collateral at any public, private or judicial foreclosure upon such CPLV Lease Collateral initiated by the First Lien any Tenant Financing Collateral Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action other Tenant Financing Claimholder, or any other exercise sale of any rights CPLV Lease Collateral during an Insolvency or remedies relating to the CollateralLiquidation Proceeding, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve connection with a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable lawTenant Financing Permitted Action. (b) Until Subject to Section 2.4, Section 3.1 and Section 6 of this Agreement, the Trademark Security Agreement and Sections 3(k), 6 and 7 of the Landlord Financing SNDA, until the Discharge of First Lien Tenant Financing Obligations has occurred, so long as the CPLV Lease Exercise Conditions have 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 3.1(a)(1)Tenant, the First Lien Tenant Financing Collateral Agent Agents and the First Lien other Tenant Financing Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment but excluding any Permitted CPLV Lease Reserve Account Collateral Application) and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, disposition or restrictions with respect to the CPLV Lease Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien ClaimholderLandlord; provided that (A) with respect to any proceeds received by CPLV Lease Collateral and any Related Property, such Enforcement Action is a Tenant Financing Permitted Action and provided any acquirer of such CPLV Lease Collateral and such Related Property expressly agrees in writing for the First Lien benefit of Landlord that such CPLV Lease Collateral and such Related Property that is transferred will be made available to the new tenant of the Leased Premises and will be utilized on the Tenant’s Leasehold Estate in connection with a New Lease or any transfer of Tenant’s Leasehold Estate to a Replacement Tenant under Section 17.1(e) and 22 of the CPLV Lease (but subject in each case to Section 6 of the CPLV Lease) and (B) notwithstanding any such Enforcement Action or other exercise of any such right or remedy, the CPLV Lease Collateral shall remain subject to the continuing first priority lien of Landlord (which has been collaterally assigned to Landlord Financing Lender) and the Tenant Collateral Agent or its designee or assignee so acquiring the CPLV Lease Collateral (whether in excess connection with any credit bid, Enforcement Action or otherwise) shall expressly acknowledge in writing that it is acquiring the CPLV Lease Collateral subject to the first priority Lien of those necessary Landlord (which has been collaterally assigned to achieve a Discharge Landlord Financing Lender). It is the express intention of First Lien Obligations are distributed all the parties hereto that the CPLV Lease Collateral remain subject to the CPLV Lease (or any New Lease entered into in accordance with Section 4.1 17.1(f) of the CPLV Lease), the Trademark Security Agreement and applicable lawSections 3(k), 6 and 7 of the Landlord Financing SNDA, including after the exercise of any rights and remedies by any Tenant Financing Collateral Agent and/or any other Tenant Financing Claimholder. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the CPLV Lease Collateral, the First Lien Tenant Financing Collateral Agent Agents and the First Lien other Tenant Financing Claimholders may enforce the provisions of the First Lien Loan Tenant Financing 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 compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse Landlord, subject in all respects to the interest provisions of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdictionthis Agreement. (c) Notwithstanding the foregoing, prior to the Second Lien Collateral Agents and any other Second Lien Claimholder Discharge of Tenant Financing Obligations or the occurrence of the CPLV Lease Termination Conditions, Landlord may: (1) voteSubject to Section 6 hereof, take any and all actions and enforce any rights available to a secured creditor with respect to the CPLV Lease Collateral in any Insolvency or Liquidation Proceeding; provided that so long as any Tenant Financing Collateral Agent or any Tenant Financing Claimholder is pursuing a Tenant Financing Permitted Action, Landlord shall not take any action intended to frustrate such action and provided further than Landlord may not complete any foreclosure prior to the satisfaction of the CPLV Lease Termination Conditions; (2) file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an CPLV Lease Obligations in any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorProceeding; (23) take any action in order to create or perfect or, so long as not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Tenant Financing Collateral Agent or the First Lien other Tenant Financing Claimholders to exercise remedies in respect thereof, in order to create, perfecthereunder, preserve or protect (but not enforce) protect, its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement)CPLV Lease Collateral; (34) 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 or Liens of the Second Lien ClaimholdersLandlord, including any claims secured by the CPLV Lease Collateral, if any, in each case in accordance with the terms of a manner that is not prohibited by, or inconsistent with, this Agreement; (45) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that aremotions, in each case, in accordance with the terms of a manner that is not prohibited by, or inconsistent with, this Agreement, with respect to the Second Lien CPLV Lease Obligations and the CPLV Lease Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder Landlord may be inconsistent with the provisions of this Agreement; (56) subject to the limitations in the CPLV Lease, commence an Enforcement Action with respect to the CPLV Lease Collateral; provided that Landlord shall not (i) complete any such Enforcement Action which results, or allow any such Enforcement Action to result, in a sale, lease, exchange, transfer or other disposition of CPLV Lease Collateral, in each case, prior to the occurrence of the CPLV Lease Termination Conditions or (ii) commence any such Enforcement Action prior to the occurrence of CPLV Lease Termination Conditions that would, or allow any such Enforcement Action to progress to a point at which it would be inconsistent with the terms of this Agreement, it being acknowledged that any Enforcement Action by Landlord (whether such Enforcement Action is commenced before or after the occurrence of the CPLV Lease Exercise Conditions) undertaken on or after the occurrence of the CPLV Lease Termination Conditions shall be permitted in accordance with Section 3.2; (7) exercise any of its rights or remedies with respect to the CPLV Lease Collateral after the termination occurrence of the Standstill Period to the extent permitted by Section 3.1(a)(1)CPLV Lease Termination Conditions; (6) bid for 8) exercise any and all its rights and remedies in its capacity as “landlord” under the CPLV Lease other than to institute Enforcement Actions that are expressly prohibited, restricted or purchase Collateral at any public, private otherwise limited by this Agreement or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien ObligationsCPLV Lease; and (79) take any action not otherwise pursuant to and in violation accordance with Section 6.3(d) of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claimsCPLV Lease. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, Landlord agrees that it will not take or receive any CPLV Lease Collateral or any proceeds of CPLV Lease Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any CPLV Lease Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent that the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement)CPLV Lease Termination Conditions have occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has CPLV Lease Termination Conditions have occurred, except as expressly provided in Sections Section 3.1(a) and 6.3(b) and or this Section 3.1(c)) or any other provision of this Agreement, the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders Landlord with respect to the CPLV Lease Collateral is to hold a Lien on the Collateral pursuant to the Second Lien CPLV Lease Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurredtherein. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents Except as specifically prohibited by or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether limited by foreclosure or otherwise; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders Landlord may exercise rights and remedies in its capacity as unsecured creditors landlord under the CPLV Lease against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations Tenant in accordance with the terms of the Second Lien CPLV Lease Documents and applicable law (it being understood and agreed that this agreement is intended to allocate rights, benefits and obligations as between Landlord and Tenant Financing Claimholders and that as between Landlord and Tenant nothing in this Agreement is intended to give either any greater rights and remedies against the other than initiating as set forth in the CPLV Lease or joining to permit either to exercise such rights and remedies at a time or in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding a manner inconsistent with respect to any Grantorthe CPLV Lease); provided that in the event that any Second Lien Claimholder Landlord becomes a judgment Lien creditor in respect of CPLV Lease Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to landlord under the Second Lien ObligationsCPLV Lease, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Tenant Financing Obligations) in the same manner as the other Liens securing the Second Lien CPLV Lease Obligations are subject to this Agreement. (fe) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder Landlord of the required payments of interest, principal Rent and other amounts owed in respect of the Second Lien CPLV Lease Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder Landlord of rights or remedies as a secured creditor against the CPLV Lease Collateral (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them Landlord or as a result of any other violation by any Second Lien Claimholder Landlord of the express terms of this Agreement. Nothing Except as provided herein in respect of Related Property, nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien that any Tenant Financing Collateral Agent or any other First Lien Tenant Financing Claimholder may have with respect to the First Lien Tenant Financing Separate Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) 3.1 Exercise of Remedies with respect to the ABL Priority Collateral. Until the Discharge Payment in Full of First Lien Obligations ABL Debt has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Company Term Loan Claimholders will not: (a) exercise or seek to exercise (and instead shall be deemed to have hereby irrevocably, absolutely and unconditionally waived except as hereinafter provided) any rights, powers, or remedies with respect to any ABL Priority Collateral (including taking any Enforcement Action with respect to any ABL Priority Collateral); provided, that (i) if a Term Loan Default has occurred and is continuing, Term Loan Agent may take Enforcement Actions with respect to any ABL Priority Collateral after the expiration of the applicable Standstill Period (it being understood that if at any time after the delivery of a Standstill Notice that commences a Standstill Period, no Term Loan Default is continuing, Term Loan Agent may not take Enforcement Actions with respect to any ABL Priority Collateral until the expiration of a new Standstill Period commenced by a new Standstill Notice relative to the occurrence of a new Term Loan Default that had not occurred as of the date of the delivery of the earlier Standstill Notice), (ii) in no event shall Term Loan Agent or any other Grantor, each Second Lien Collateral Agent and the Second Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise Term Loan Claimholder exercise any rights or remedies with respect to the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the ABL Priority Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral ABL Agent or the First Lien Claimholders any other ABL Claimholder shall have commenced and be diligently pursuing an prior to the expiration of the Standstill Period (or thereafter but prior to the commencement of any Enforcement Action or other exercise of their rights or remedies in each case by Term Loan Agent with respect to all or any material portion of the Collateral ABL Priority Collateral) and be diligently pursuing in good faith an Enforcement Action with respect to all or any material portion of the ABL Priority Collateral, and (prompt iii) prior to taking any such Enforcement Action with respect to ABL Priority Collateral, Term Loan Agent shall give ABL Agent not more than 20 Business Days and not less than 5 Business Days prior written notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral intention of Term Loan Agent or any First Lien other Term Loan Claimholder or any other to exercise by such rights and remedies, including specifying the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating that it intends to exercise, which notice may be sent prior to the Collateral under end of the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law.Standstill Period; or (b) Until the Discharge of First Lien Obligations has occurred, whether commence or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance join with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this AgreementABL Agent) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent commencing, or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreementfiling a petition for, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to against any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.,

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Company or any other GrantorObligors, each the Second Lien Collateral Agent Agents and the Second Lien ClaimholdersClaimholders hereby agree that they: (1) will not commence or maintain, exercise or seek to commence exercise any rights or maintainremedies (including setoff or recoupment) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute or commence, or join with any Person in instituting or commencing, any Enforcement Action or otherwise exercise any other action or proceeding with respect to such rights or remedies with respect to the Collateral(including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding); provided that each the Directing Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 180 days has elapsed since the later of: (i) Directing First Lien Collateral Agent shall have received notice from the date on which such Directing Second Lien Collateral Agent declared with respect to any of the existence of any Event of Default following (and requesting that enforcement action be taken with respect to the Collateral) and so long as defined inthe respective payment default shall not have been cured or waived (and the respective acceleration shall not have been rescinded): (i) under any a payment default exists with respect to the Second Lien Document and demanded Obligations following the repayment final maturity of all the principal amount of any Second Lien Obligations; and Obligations or (ii) after the date on which acceleration by the First Lien Collateral Agent received notice from such relevant Second Lien Collateral Agent Claimholders of such declarations the maturity of such Event of Default and demand for payment all then outstanding Second Lien Obligations (the “Standstill Period”); provided, further, provided further that notwithstanding anything herein to the contrary, in no event shall any the Second Lien Collateral Agent Agents or any Second Lien Claimholder take exercise any Enforcement Action rights or remedies with respect to the Collateral or institute or commence, or join with any Person in instituting or commencing, any Enforcement Action or any action or proceeding with relation to such rights or remedies, if, notwithstanding the expiration of the Standstill Period, (i) the Directing First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect (unless stayed from taking or pursuing such actions pursuant to all Debtor Relief Law) or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to Obligor is then a debtor in any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6)Proceeding; (2) will not contest, protest or object to any Enforcement Action or any other foreclosure proceeding or action brought by the Directing First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the Directing First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) otherwise; and (3) subject to their rights under Section 3.1(a)(1)clause (a)(1) above, will not object to the forbearance by the Directing First Lien Collateral Agent or any the First Lien Claimholder Claimholders from bringing or pursuing any Enforcement Action or any other foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the Directing First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law4.1. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until So long as the Discharge of 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, each : (i) the Second Lien Collateral Agent and the Second Lien Claimholders: (1A) from the date hereof until the occurrence of the Second Lien Enforcement Date, will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including any right of set-off or recoupment) with respect to any Collateral (including, without limitation, the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) right under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take is a party) or institute or commence (or join with any Enforcement Action other Person in commencing) any enforcement, collection, execution, levy or foreclosure action or proceeding (including, without limitation, any Insolvency or Liquidation Proceeding) with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First any Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to held by it under the Second Lien Collateral Agents) Documents or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any other Second Lien Collateral Agent Credit Document or Second Lien Claimholder may take any action expressly permitted by Section 6);otherwise; and (2B) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder Claimholder, of any rights and remedies relating to the Collateral under the First Lien Loan Credit Documents or otherwise;(including any Enforcement Action initiated by or supported by otherwise, provided that the First respective interests of the Second Lien Claimholders attach to the proceeds thereof, subject to the relative priorities described in Section 2 and Section 4; and (C) subject to the rights of the Second Lien Collateral Agent or any First Lien Claimholderunder clause (i)(A) and (3) subject to their rights under Section 3.1(a)(1)above, will not object to the forbearance by the First Lien Collateral Agent or any the First Lien Claimholder Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law.; and (bii) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1)5.1 and Section 6, the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment off and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), ) and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents Agent or any other Second Lien Claimholder; provided that provided, that (A) in any proceeds received Insolvency or Liquidation Proceeding commenced by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents against Company or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoingother Grantor, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, Agent may file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor;, (2B) the Second Lien Collateral Agent may take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, ) in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither Collateral, (C) the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Second Lien Claimholders from enforcing this Agreement); (3) 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;, (4D) vote on in any plan of reorganizationInsolvency or Liquidation Proceeding, arrangement, compromise or liquidation, the Second Lien Claimholders shall be entitled to file any proof pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of claim, make other filings and make any arguments and motions that arethe Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case, case in accordance with the terms of this Agreement, (E) in any Insolvency or Liquidation Proceeding, with respect to the Second Lien Obligations and the Collateral; provided that no filing of Claimholders shall be entitled to vote on any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by extent consistent with the provisions hereof, and (F) the Second Lien Collateral Agents Agent or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after upon the termination occurrence and during the effective continuation of the Standstill Period Second Lien Enforcement Date. In exercising rights and remedies with respect to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral, the First Lien Collateral at any publicAgent and the First Lien Claimholders may enforce the provisions of the First Lien Credit Documents and exercise remedies thereunder, private or judicial foreclosure upon all in such Collateral initiated 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 the First Lien Collateral Agent or any other and the First Lien Claimholder, Claimholders to sell or any sale otherwise dispose of Collateral during an Insolvency upon foreclosure, to incur expenses in connection with such sale or Liquidation Proceeding; provided that such bid may not include disposition, and to exercise all the rights and remedies of a “credit bid” in respect of any Second Lien Obligations unless secured creditor under the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running Uniform Commercial Code of any applicable statute jurisdiction and of limitation or similar restriction on claims. Each a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Second Lien Collateral Agent, for itself and on behalf of each other applicable itself and the Second Lien ClaimholderClaimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and or recoupment) with respect to any Collateral, and that any Collateral in its capacity as a creditoror proceeds taken or received by it will be paid over to the First Lien Collateral Agent pursuant to Section 4.2, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c3.1(a)(ii), the sole right of the Second Lien Collateral Agents Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurredtherein. (dc) Subject to Sections the proviso in clause (ii) of Section 3.1(a), 3.1(c) and Section 6.3(b): (1) each 6.4, the Second Lien Collateral Agent, for itself and on behalf of each other applicable the Second Lien ClaimholderClaimholders, agrees that such (i) the Second Lien Collateral Agent and the Second Lien Claimholders will not take any action that would hinder hinder, delay or impede any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunderCredit Documents, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; , and (2ii) each the Second Lien Collateral Agent, for itself and on behalf of each other applicable the Second Lien ClaimholderClaimholders, hereby waives any and all rights it or such the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner or order in which the First Lien Collateral Agent or any other the First Lien Claimholder seeks Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; andCollateral. (3d) each The Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Credit Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other the First Lien Claimholder Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Loan Credit Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each The Second Lien Collateral Agent and the Second Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); providedClaimholder agrees that it shall not, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency , take or Liquidation Proceeding has been commenced by receive from or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each the Borrower, directly or indirectly, in cash or other applicable Second Lien Claimholderproperty or by setoff, agrees that it will not take counterclaim or receive in any other manner (whether pursuant to any enforcement, collection, execution, levy, foreclosure action or other proceeding or otherwise) any Common Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditorCommon Collateral, unless and until the Discharge of all First Lien Obligations has occurred, except have been paid in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof full in accordance with Section 4.2 of this Agreement)3.2 hereof. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurredhave been paid in full, except as expressly provided herein or in Sections 3.1(a) and 6.3(b) and this Section 3.1(c)the Laurus Security Agreement, the sole right of the Second Lien Collateral Agents Agent and the Second Lien Claimholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Second Lien Collateral Documents MDS Security Agreement and the MDS Notes for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after payment in full of the Discharge of First Lien Obligations has occurred. (d) Subject Obligations; provided however, that nothing in this paragraph shall be construed to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each impair the right of the Second Lien Collateral AgentClaimholders to receive payments of principal, for itself interest, fees and on behalf other amounts in respect of each other applicable the Second Lien ClaimholderObligations as provided for in the MDS Security Agreement and the MDS Notes, agrees that and to enforce the making of such payments by bringing suit at law with respect to any unpaid amounts of such payments. Each of the Second Lien Collateral Agent and the Second Lien Claimholders (i) further agrees that the Second Lien Collateral Agent and the other Second Lien Claimholders will not take any action that would hinder hinder, delay, limit, impede or prohibit any exercise of remedies under by the First Lien Loan Documents or is otherwise prohibited hereunderCollateral Agent to the extent related to satisfying the First Lien Obligations, including any collection, sale, lease, exchange, transfer or other disposition Disposition of the Common Collateral, whether by foreclosure or otherwise; (2) each , or that would limit, invalidate, avoid or set aside any Lien or Collateral Document securing or purporting to secure the First Lien Obligations or subordinate the priority of the First Lien Obligations to the Second Lien Obligations with respect to the Common Collateral Agent, for itself and on behalf of each other applicable or grant the Liens securing the Second Lien Claimholder, Obligations with respect to the Common Collateral equal in ranking to the Liens securing the First Lien Obligations and (ii) hereby waives any and all rights it or such Second Lien Claimholders may have (other than as specified herein) as a junior lien creditor or otherwise (whether arising under the UCC or under any other Law) to object to the manner in which the First Lien Collateral Agent or any other the First Lien Claimholder seeks Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing now or hereafter granted in any Common Collateral to secure the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this AgreementObligations, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other the First Lien Claimholder Claimholders is adverse to the interest of any the Second Lien Claimholder; and Claimholders. Notwithstanding the foregoing or anything else contained herein, (3i) each the Second Lien Collateral Agent hereby acknowledges and agrees that no covenantthe other Second Lien Claimholders may sxx upon any claim they may have with respect to the Non-Common Collateral (whether pursuant to an Insolvency or Liquidation Proceeding or otherwise) or take any action with respect to the Non-Common Collateral (including, agreement without limitation, a Disposition of the Non-Common Collateral), the Borrower or restriction contained any of its Subsidiaries or enforce their Lien in the applicable Second Lien Collateral Documents Non-Common Collateral, without consent, notice or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of consultation with the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (eii) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents Agent and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against sxx upon any claim they may have with respect to the Company or any other Grantor that has guaranteed or granted Liens Common Collateral (whether pursuant to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to or otherwise) or take any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor action with respect to the Second Common Collateral (including, without limitation, a Disposition of the Common Collateral), the Borrower or any of its Subsidiaries or enforce their Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d)Common Collateral, nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents without consent, notice or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies consultation with the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of if the First Lien Collateral Agent commencing or any Enforcement Action; provided that failure other First Lien Claimholders has not taken any of the actions specified in this clause (ii) with respect to deliver the Common Collateral within 120 days after any First Lien Claimholder has knowledge of the occurrence of an Event of Default under the Laurus Security Agreement and such notice Event of Default shall not impair have been cured and/or waived within the validity 120-day period following the date on which such First Lien Claimholder has knowledge of the occurrence of such Enforcement Action Event of Default; it being understood and agreed that for purposes of this Section 3.1, the First Lien Claimholders will be deemed to have knowledge of the occurrence of an Event of Default if any Second Lien Claimholder notifies a First Lien Claimholder of such occurrence. Any proceeds of Common Collateral recovered pursuant to the actions of the Second Lien Collateral Agent or give rise the other Second Lien Claimholders pursuant to liability hereunderthe foregoing clause (ii) shall be applied in the manner specified in Section 3.2 and shall be subject to the provisions of Section 4.1.

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each the Second Lien Representatives, the Second Lien Collateral Agent Agents and the Second Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Representative, Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6)6 hereof; (2) will not contest, protest or object to any foreclosure proceeding or action brought by the any First Lien Representative, any First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the any First Lien Representative, any First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including otherwise (including any Enforcement Action initiated by or supported by the any First Lien Representative, any First Lien Collateral Agent or any First Lien Claimholder) and); (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the any First Lien Representative, any First Lien Collateral Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (4) no Second Lien Representative, Second Lien Collateral Agent or Second Lien Claimholder shall file any notice or other document under the federal Assignment of Claims Act 31 USC 3737, 41 USC 15 that requires payment to any Second Lien Representative, Second Lien Collateral Agent or Second Lien Claimholder, in each case so long as any proceeds received by the any First Lien Representative or First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed applied in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Representatives, the First Lien Collateral Agent Agents and the First Lien Claimholders shall have the sole and exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents Claimholders shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the any Second Lien Representative, any Second Lien Collateral Agents Agent or any other Second Lien Claimholder; provided that any proceeds received by the any First Lien Representative or First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed applied in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Representatives, the First Lien Collateral Agent Agents and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the any Second Lien Representative, any Second Lien Collateral Agents Agent or any other Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the any Second Lien Representative, any Second Lien Collateral Agents Agent and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Representative, any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, ) in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement)Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the any Second Lien Representative, any Second Lien Collateral Agents Agent or any other Second Lien Claimholder Claimholder, may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the any First Lien Representative, any First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to to, and are applied to, cause the Discharge of First Lien Obligations; and (7) take exercise rights and remedies as unsecured creditors against the Company and any action other Grantor in accordance with applicable law (so long as such rights and remedies do not violate and are not otherwise in violation inconsistent with any provision of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claimsAgreement). Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of itself and each other applicable Second Lien ClaimholderClaimholder represented by it, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the such Second Lien Representative or such Second Lien Collateral Agents Agent and Second Lien Claimholders represented by it are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement)Agreement and applicable law. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Representatives, the Second Lien Collateral Agents and the other Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), ) and 3.1(c) and Section 6.3(b): (1) each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien ClaimholderClaimholder represented by it, agrees that such Second Lien Representative or such Second Lien Collateral Agent and such Second Lien Claimholders represented by it will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien ClaimholderClaimholder represented by it, hereby waives any and all rights it such Second Lien Representative or such Second Lien Collateral Agent and such Second Lien Claimholders represented by it may have as a junior lien creditor or otherwise to object to the manner in which the any First Lien Representative, any First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the any First Lien Representative, any First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Representative and each Second Lien Collateral Agent Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable any Second Lien Collateral Documents or any other applicable Second Lien Debt Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the any First Lien Representative, any First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan DocumentsAgreement. (e) Except as specifically set forth in this AgreementThe Second Lien Representatives, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Debt Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing Nothing in this Agreement shall prohibit the receipt by the any Second Lien Representative, any Second Lien Collateral Agents Agent or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Representative, any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder in respect of the express terms of this AgreementCollateral. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the any First Lien Representative, any First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Super Senior Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each Second the Subordinated Lien Collateral Agent and the Second Subordinated Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that each Second the Subordinated Lien Collateral Agent (acting at the direction of a majority in interest of the Subordinated Lien Claimholders) may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 180 days has elapsed since the later earlier of: (i) following the date on which such Second Lien Collateral Agent declared the existence occurrence of any Event of Default (and as defined in) under any Second Subordinated Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) Loan Document, the date on which the First Lien Super Senior Collateral Agent received was given notice from such Second thereof in accordance with Section 8.9 and (ii) following the occurrence of the acceleration of the Subordinated Lien Obligations, the date on which the Super Senior Collateral Agent of such declarations of such Event of Default and demand for payment was given notice thereof in accordance with Section 8.9 (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second the Subordinated Lien Collateral Agent or any Second Subordinated Lien Claimholder take exercise any Enforcement Action rights or remedies with respect to the Collateral ifso long as, notwithstanding the expiration of the Standstill Period, (i) the First Lien Super Senior Collateral Agent or the First Lien Super Senior Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral or the Company or any other Grantor is then, and then only for so long as it remains, a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding (with prompt notice of such exercise to be given to the Second Subordinated Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6Agent); (2) will not contest, protest protest, hinder, delay, or object to any foreclosure proceeding or action brought by the First Lien Super Senior Collateral Agent or any First Lien Super Senior Claimholder or any other exercise by the First Lien Super Senior Collateral Agent or any First Lien Super Senior Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Super Senior Securities Purchase Documents or otherwise;(including otherwise (including any Enforcement Action initiated by or supported by the First Lien Super Senior Collateral Agent or any First Lien Super Senior Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until Lender shall have the Discharge right to enforce, from time to time, in any order and at Lender’s sole discretion, any rights, powers and remedies which Lender may have under the Loan Documents or otherwise, including judicial foreclosure, the exercise of First Lien Obligations has occurredrights of power of sale, the taking of a deed or assignment in lieu of foreclosure, the appointment of a receiver to collect rents, issues and profits, the exercise of remedies against personal property, or the enforcement of any assignment of leases, rentals, or other properties or rights, whether real or not personal, tangible or intangible; and the Guarantor shall be liable to Lender hereunder for any Insolvency deficiency resulting from the exercise by Lender of any such right or Liquidation Proceeding has been commenced by or remedy even though any rights that the Guarantor may have against the Company Borrowers or others may be destroyed or diminished by exercise of any such right or remedy. No failure on the part of Lender to exercise, and no delay in 1094129v2 exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. The rights, powers and remedies of Lender provided herein and in the other Loan Documents are cumulative and are in addition to, and not exclusive of, any other rights, powers or remedies provided by law or in equity. The rights of Lender hereunder are not conditional or contingent on any attempt by Lender to exercise any of its rights under any other Loan Document against any Obligor or any other Grantor, each Second Lien Collateral Agent and the Second Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable lawPerson. (b) Until the Discharge If any Event of First Lien Obligations has occurredDefault shall occur and be continuing, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent Lender may protect and enforce Lender’s rights under this Guaranty and the First Lien Claimholders shall have other the exclusive right to commence and maintain an Enforcement Action Loan Documents by any appropriate proceedings, including proceedings for specific performance of any covenant or otherwise enforce rights, exercise remedies (including set-off, recoupment agreement contained in any Loan Document and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising following rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions remedies: (i) All of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor party under the UCC and of a secured creditor under Bankruptcy Laws of any UCC, as amended, or other applicable jurisdictionLaw. (cii) Notwithstanding the foregoingThe right, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced fullest extent permissible by or against law, to: (a) enter upon the Company premises of Guarantor, or any other Grantor; (2) take place or places where the Collateral is located and kept, without any action not adverse obligation to pay rent to Guarantor, through self-help and without judicial process, without first obtaining a final judgment or giving Guarantor notice and opportunity for a hearing on the validity of Lender’s claim, and remove the Collateral therefrom to the priority status premises of the Liens on the Collateral securing the First Lien ObligationsLender or any agent of Lender, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereoffor such time as Lender may desire, in order to create, perfect, preserve or protect effectively collect and liquidate the Collateral; and/or (but not enforceb) its Lien on require Guarantor to assemble the Collateral and neither make it available to Lender at a place to be designated by Lender, in Lender's reasonable discretion. (iii) The right to sell or otherwise dispose of any or all Collateral in its then condition at public or private sale or sales, in lots or in bulk, for cash or on credit, all as Lender, in its discretion, may deem advisable; provided that such sales may be adjourned from time to time with or without notice. The requirement of reasonable notice to Guarantor of the First Lien time and place of any public sale of the Collateral Agent nor or of the time after which any First Lien Claimholder will object to private sale either by Lender or contestat its option, a broker, or otherwise support any other person in contesting intended disposition thereof is to be made, shall be met if such notice is mailed, postage prepaid, to Guarantor at the address of Guarantor designated herein at least ten (10) Business Days before the date of any public sale or objecting to, at least ten (10) Business Days before the time after which any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent private sale or First Lien Claimholders from enforcing this Agreement);other disposition is to be made unless applicable law requires otherwise. (3iv) file any necessary responsive Lender shall have the right to conduct such sales on Guarantor’s premises or defensive pleadings in opposition elsewhere and shall have the right to any motion, claim, adversary proceeding use Guarantor's premises without charge for such sales for such time or times as Lender may see fit. Lender is hereby granted a license or other pleading made by right to use, without charge, Guarantor’s labels, copyrights, rights of use of any person objecting name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and Guarantor's rights under all licenses and all franchise agreements shall inure to Lender’s benefit. Guarantor agrees to hold Lender harmless from any liability arising out of Lender's use of Guarantor’s premises, labels, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature as it pertains to advertising for sale, marshaling or selling the Collateral. (v) Lender shall have the right to sell, lease or otherwise seeking the disallowance dispose of the claims Collateral, or any part thereof, for cash, credit or any combination thereof, and Lender may purchase all or part of the Second Lien ClaimholdersCollateral at public or, including if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Obligations owing by Guarantor to Lender. The proceeds realized from the sale of any claims secured Collateral shall be applied first to reasonable costs and expenses, attorney's fees, expert witness fees incurred by Lender for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the Collateral; second to all payments, other than principal and interest, due under this Guaranty; third to interest due upon any of the Obligations; fourth to the principal balance owing on the Indebtedness; and fifth the remainder, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganizationto Guarantor, arrangement, compromise its successors or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or voteassigns, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder whomsoever may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and lawfully entitled to receive a share of the proceeds thereofsame. If any deficiency shall arise, if any, after the Discharge of First Lien Obligations has occurredGuarantor shall remain liable to Lender therefor. (dvi) Subject The right to Sections 3.1(a)appoint or seek appointment of a receiver, 3.1(c) and Section 6.3(b):custodian or trustee of Guarantor or any of their properties or assets pursuant to court order. (1vii) each Second Lien Collateral AgentAll other rights and remedies that Lender may have at law or in equity. Additionally, for itself if any Event of Default shall occur and on behalf be continuing, Lender may enforce the payment of each any Obligations due to Lender or enforce any other applicable Second Lien Claimholderlegal or equitable right which Lender may have. All rights, agrees that such Second Lien Collateral Agent remedies and Second Lien Claimholders will not take any action that would hinder any exercise of remedies powers conferred upon Lender under the First Lien Loan Documents shall be deemed cumulative and not exclusive of any other rights, remedies or powers available under the Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer at Law or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documentsequity. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until So long as the Discharge of First Lien Obligations has occurredhave not been paid in full (as hereinafter defined), whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Borrower or any other Grantorof its Subsidiaries, each Second Lien Collateral Agent and the Second Lien Claimholders: (1i) will not commence or maintain, no Junior Secured Creditor shall (A) exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral securing the Second Lien Obligations, (B) institute any action or proceeding with respect to such rights or remedies (including, without limitation, any action of foreclosure, contest or protest) or (C) object to any foreclosure proceeding or action brought by any Senior Secured Creditor or the exercise of any right under any Senior Loan Document or similar agreement or arrangement to which any Senior Secured Creditor is a party, or any other exercise by any such party of any rights and remedies relating to the Collateral under the Senior Loan Documents or otherwise, or, except as provided herein, any release of any or all of the Collateral for any purpose, or object to the forbearance by Senior Secured Creditors from bringing or pursuing any foreclosure proceeding, or object, oppose or otherwise contest any claim for allowance in any Insolvency Proceeding of First Lien Obligations consisting of post-petition interest, fees and expenses or action or any other exercise of any rights or remedies relating to the Collateral; provided that each Second Lien Collateral Agent any Junior Secured Creditor may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 180 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Senior Agent received notice from such has been notified in writing by one or more Junior Secured Creditors that the aggregate amount due and payable by the Borrower in respect of Commodity Hedge Agreements constituting Second Lien Collateral Agent Obligations that have been terminated is in excess of such declarations of such Event of Default and demand for payment $100,000,000 (the “Standstill Period”); provided, further, provided further that notwithstanding anything herein to the contrarycontrary herein, in no event shall any Second Lien Collateral Agent Junior Secured Creditor exercise any rights or any Second Lien Claimholder take any Enforcement Action remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Senior Agent or the First Lien Claimholders Senior Secured Creditors shall have commenced and be diligently pursuing an Enforcement Action or other the exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or Junior Secured Creditors); and (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding the rights of the Junior Secured Creditors under clause (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2i) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1)above, the First Lien Collateral Agent and the First Lien Claimholders Senior Secured Creditors shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the CollateralJunior Secured Creditors, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement Junior Secured Creditors shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to reasonably requested by the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Senior Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, effectuate any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent enforcement, exercise, release or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateraldisposition; provided however that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to (w) the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder Junior Secured Creditors may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(16(a)(i); , (6x) bid for in any Insolvency Proceeding commenced by or purchase Collateral at against the Borrower, any publicJunior Secured Creditor may file a claim or statement of interest, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or (y) any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid Junior Secured Creditor may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement adverse to the extent necessary Senior Secured Creditors in order to prevent preserve or protect its rights in the running of Collateral and any applicable statute of limitation or similar restriction on claims. Junior Secured Creditor may act in coordination with and not adverse to the Senior Secured Creditors in exercising any remedies initiated by the Senior Secured Creditors with respect to the Collateral. (b) Each Junior Secured Creditor agrees that it shall not, with respect to the Second Lien Collateral AgentObligations, for itself and take or receive from or on behalf of each the Borrower or any Subsidiary of the Borrower, directly or indirectly, in cash or other applicable Second Lien Claimholderproperty or by setoff, agrees that it will not take counterclaim or receive in any other manner (whether pursuant to any enforcement, collection, execution, levy, foreclosure action or other proceeding or otherwise) any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditorCollateral, unless and until the Discharge of all First Lien Obligations has occurred, except have been paid in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement)full. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurredhave been paid in full, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c)herein, the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders Junior Secured Creditors with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Junior Hedge Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after payment in full of the Discharge of First Lien Obligations has occurred. (d) Subject Obligations; provided however that subject to Sections 3.1(a)Section 5 and this Section 6, 3.1(c) nothing in this paragraph shall be construed to impair the right of the Junior Secured Creditors to receive payments of principal, interest, fees and Section 6.3(b): (1) each other amounts in respect of the Second Lien Collateral AgentObligations as provided for in the Junior Hedge Documents, for itself and to enforce the making of such payments by bringing suit at law (but not, except as provided in Section 6(a)(i) above, to exercise any rights in respect of their Liens on behalf the Collateral) with respect to any unpaid amounts of each other applicable Second Lien Claimholder, such payments. Each Junior Secured Creditor (i) further agrees that such Second Lien Collateral Agent and Second Lien Claimholders it will not take any action that would hinder hinder, delay, limit, impede or prohibit any exercise of remedies under by the Senior Agent or any of the Senior Secured Creditors to the extent related to satisfying the First Lien Loan Documents or is otherwise prohibited hereunderObligations, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each , or that would limit, invalidate, avoid or set aside any Lien or Senior Loan Document securing or purporting to secure the First Lien Obligations or subordinate the priority of the First Lien Obligations to the Second Lien Collateral Agent, for itself and on behalf of each other applicable Obligations or grant the Liens securing the Second Lien Claimholder, Obligations equal ranking to the Liens securing the First Lien Obligations and (ii) hereby waives any and all rights it or such Second Lien Claimholders may have (other than as specified herein) as a junior lien creditor or otherwise (whether arising under the UCC or under any other applicable law) to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks Senior Secured Creditors seek to enforce or collect the First Lien Obligations or the Liens securing now or hereafter granted in any Collateral to secure the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this AgreementObligations, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder Senior Secured Creditors is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan DocumentsJunior Secured Creditors. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Company or any other GrantorObligors, each the Second Lien Collateral Agent and the each Second Lien Representative, for itself and on behalf of its Related Second Lien Claimholders, hereby agrees that it and its Related Second Lien Claimholders: (1) will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including setoff, recoupment and the right to credit bid, if any) with respect to the Collateralany Collateral or institute or commence, or join with any Person in instituting or commencing, any other Enforcement Action or any other 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); provided that each the Second Lien Collateral Agent or any Person authorized by it may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 270 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent and each First Lien Representative shall have received notice from such the Second Lien Collateral Agent with respect to the acceleration by the relevant Second Lien Claimholders of such declarations the maturity of such Event all then outstanding Second Lien Obligations (and requesting that Enforcement Action be taken with respect to the Collateral) so long as the applicable “event of Default and demand for payment default” shall not have been cured or waived (or the applicable acceleration rescinded) (the “Standstill Period”); provided, further, that that, notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agent, any Second Lien Collateral Agent Representative or any other Second Lien Claimholder take Claimholders exercise any Enforcement Action rights or remedies with respect to the any Collateral or institute or commence, or join with any Person in instituting or commencing, any other Enforcement Action or any other action or proceeding with respect to such rights or remedies, if, notwithstanding the expiration of the Standstill Period, either (iA) the First Lien Collateral Agent or the any other First Lien Claimholders Claimholder shall have commenced and be diligently pursuing (or shall have sought or requested and be diligently pursuing relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and the pursuit of) an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice with any determination of such exercise which Collateral to proceed against, and in what order, to be given to made by the Second First Lien Collateral AgentsAgent or such First Lien Claimholders in their reasonable judgment) or (iiB) any Grantor shall be subject to of the Obligors is then a debtor in any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6)Proceeding; (2) will not contest, protest or object to any foreclosure proceeding or action Enforcement Action brought by the First Lien Collateral Agent or any other First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any other First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by otherwise (and acknowledges and agrees that if the First Lien Collateral Agent or any seeks to appoint an administrator (in its capacity as a holder of a qualifying floating charge) it shall be entitled to do so in accordance with the First Lien Claimholder) andCollateral Documents, the Insolvency Xxx 0000 and English common law and no Second Lien Collateral Agent or Second Lien Claimholder shall object to or seek to replace such appointee); (3) subject to their rights under Section 3.1(a)(1)clause (a)(1) above, will not object to the forbearance by the First Lien Collateral Agent or any the other First Lien Claimholder Claimholders from bringing or pursuing any foreclosure proceeding or action Enforcement Action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent or other First Lien Claimholders in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents or any other Second Lien Claimholder4.1; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;and (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral Collateral, or any proceeds of Collateral or payment with respect to any Collateral, in connection with the any Enforcement Action or any other exercise of any right or remedy with respect to any Collateral or any Insolvency or Liquidation Proceeding in its capacity as a creditor or in connection with any insurance policy award or any award in a condemnation or similar proceeding (including set-off and recoupmentor deed in lieu of condemnation) with respect to any Collateral Collateral, in its capacity as a creditor, each case unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents Agent and the other Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement)4.1. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a3.1(a)(1), 3.1(c) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents Agent and the other Second Lien Claimholders with respect to the Collateral (other than inspection, monitoring, reporting and similar rights provided for in the Second Lien Financing Documents) is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any First Lien Obligor, subject to Sections 3.1(a)(1), 3.1(c) and 6.3(b), the First Lien Collateral Agent and the other First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise exercise any rights and remedies (including set-off, recoupment and the right to “credit bid” their debt, except that the Second Lien Collateral Agent shall have the “credit bid” rights set forth in Section 3.1(c)(6)), and make determinations regarding the release, Disposition, or restrictions with respect to the Collateral, in each case without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the other First Lien Claimholders may enforce the provisions of the First Lien Documents and exercise rights and remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Second Lien Collateral Agent or any other Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise Dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or other Disposition, and to exercise all the rights and remedies of a secured creditor under the UCC or other applicable law and of a secured creditor under Debtor Relief Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agent and any other Second Lien Claimholder may: (1) file a claim, proof of claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any of the Second Lien Obligors by a Person other than a Second Lien Claimholder; (2) take any action in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral to the extent (A) not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of the First Lien Collateral Agent or the other First Lien Claimholders to exercise rights and remedies in respect thereof, and (B) not otherwise inconsistent with the terms of this Agreement, including the automatic release of Liens provided in Section 5.1; (3) 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 of the Second Lien Claimholders, including any claims or Liens secured by the Collateral, if any, in each case to the extent not inconsistent with the terms of this Agreement; (4) vote on any plan of reorganization or similar dispositive restructuring plan, arrangement, compromise or liquidation, and make filings and make any arguments and motions with respect to the Second Lien Obligations and the Collateral that are, in each case, in accordance with the terms of this Agreement, including Section 6.9(c); provided that no vote, or pleading relating to such vote, to accept or reject a plan of reorganization or similar dispositive restructuring plan, arrangement, compromise or liquidation, no other document, agreement or proposal similar to the foregoing, and no filing, argument or motion by the Second Lien Collateral Agent or any other Second Lien Claimholder may, in each case, be inconsistent with the terms of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); and (6) bid for or purchase any Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of any Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations. (d) Subject to Sections 3.1(a3.1(a)(1), 3.1(c) and Section 6.3(b): (1) the Second Lien Collateral Agent and each Second Lien Collateral AgentRepresentative, for itself and on behalf of each other applicable its Related Second Lien Claimholder, Claimholders: (1) agrees that such Second Lien Collateral Agent it and its Related Second Lien Claimholders will not take any action that would hinder hinder, delay, limit or prohibit any exercise of rights or remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer collection or other disposition Disposition of the any Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien securing any First Lien Obligations or any First Lien Collateral Document or subordinate the priority of the First Lien Obligations to the Second Lien Obligations or grant the Liens securing the Second Lien Obligations equal ranking to the Liens securing the First Lien Obligations; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such its Related Second Lien Claimholders may have as a junior lien Lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First Lien Collateral Agent or any the other First Lien Claimholder seeks Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this AgreementObligations, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder Claimholders is adverse to the interest of any Second Lien ClaimholderClaimholders; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any the other First Lien Claimholder Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the The Second Lien Collateral Agents Agent and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor Obligors that has have guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Initial Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any GrantorObligor, prior to the termination of the Standstill Period or as otherwise prohibited pursuant to the second proviso in Section 3.1(a)(1)); provided that (i) any such exercise shall not be directly or indirectly inconsistent with or prohibited by the terms of this Agreement (including Section 6 and any provision prohibiting or restricting the Second Lien Claimholders from taking various actions or making various objections) and (ii) in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of any Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing . Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents Agent or any other Second Lien Claimholder of the required payments of principal, premium, interest, principal fees and other amounts owed in respect of due under the Initial Second Lien Obligations Documents so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect subject to the First Lien Collateralturnover pursuant to Section 4.2. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorBorrower, each the Second Lien Collateral Agent and the Second Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, take any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that each any Lien held by it under any Second Lien Collateral Loan Document or otherwise; provided, however, that the Second Lien Agent may commence an take Enforcement Action or otherwise exercise at any or all such rights or remedies time after the passage of a period of at least 150 30 days has elapsed since the later of: (i) the date on which such the First Lien Agent shall have received written notice from the Second Lien Collateral Agent declared of the existence of any Event of Default (and as defined in) under any the Second Lien Document Credit Agreement and demanded the repayment of all the principal amount of any Second Lien Obligations; Obligations are currently due and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent payable in full as a result of such declarations of such Event of Default and demand for payment acceleration or otherwise (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any the Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral any Lien held by it under any Second Lien Loan Document or otherwise if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be are diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral or shall be diligently attempting to vacate any stay or prohibition against such exercise (prompt written notice of the initial commencement of such exercise to be given to the Second Lien Agent provided, that the First Lien Agent shall incur no liability for, and the rights of the First Lien Agent hereunder or in respect of the Collateral Agents) or shall be unaffected by, the failure of the First Lien Agent to give any such notice); (ii) any Grantor the “Amortization Period” (as defined in the First Lien Credit Agreement) shall be subject then exist and collections of the Collateral are being applied and distributed pursuant to any Insolvency Sections 2.04(c) and 2.04A(b) of the First Lien Credit Agreement; or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any iii) the acceleration of the Second Lien Collateral Agent or Obligations (if any) is rescinded in accordance with the terms of the Second Lien Claimholder may take any action expressly permitted Credit Agreement or by Section 6)court order; (2) subject to their rights under Section 3.1(b), will not contest, protest or object to any foreclosure proceeding or action Enforcement Action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise;(including any Enforcement Action initiated by or supported by otherwise so long as the First Liens granted to secure the Second Lien Collateral Agent or any First Obligations of the Second Lien Claimholder) Claimholders attach to the Proceeds thereof subject to the relative priorities described in Section 2.1; and (3) subject to their rights under Section 3.1(a)(1)clause (a)(1) above, will not contest, protest or object to (and waive any and all claims with respect to) the forbearance by the First Lien Collateral Agent or any the First Lien Claimholder Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case Enforcement Action so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary Liens granted to achieve a Discharge of First secure the Second Lien Obligations are distributed of the Second Lien Claimholders attach to the Proceeds thereof subject to the relative priorities described in accordance with Section 4.1 and applicable law2.1. (b) Whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the First Lien Agent and the First Lien Claimholders agree that they will not effectuate any Collateral Sale during the first 45 days after the occurrence of the “Amortization Period” (as defined in the First Lien Credit Agreement) unless either (1) such Collateral Sale will result in the payment in full in cash of the First Lien Obligations and the Second Lien Obligations or (2) the Second Lien Agent shall have consented thereto. If the First Lien Agent desires to arrange a Collateral Sale at any time after such 45-day period, First Lien Agent will first offer the Second Lien Claimholders the option to purchase the First Lien Obligations in accordance with the provisions of Section 3.4 by giving the Second Lien Agent notice thereof (the “Purchase Notice”), which the Second Lien Agent will promptly forward to each Second Lien Claimholder. (c) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorBorrower, but subject to the first proviso of Section 3.1(a)(1) and to Section 3.1(b), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence enforce rights and remedies with respect to the Collateral, commence, and if applicable, maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off) and, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agents Agent or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral and Enforcement Actions with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may may, subject to Section 3.1(b), enforce the provisions of the 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholderdiscretion. Such exercise and enforcement shall include include, subject to Section 3.1(b), the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and right to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (cd) Notwithstanding the foregoing, the Second Lien Collateral Agents Agent and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Obligations in any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorBorrower; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any the First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, ) in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement)Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance a manner not inconsistent with the terms any other provisions of this Agreement; (4) vote on any plan of reorganization (including, without limitation, vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, compromise composition or liquidationextension), file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance not inconsistent with the terms any other provisions of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1);; and (6) bid for or purchase Collateral at join (but not exercise any public, private or control with respect to) any judicial foreclosure upon such proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary that any such action could not reasonably be expected, in any material respect, to prevent restrain, hinder, limit, delay for any material period or otherwise interfere with the running of Enforcement Action by the First Lien Agent (it being understood that any applicable statute of limitation or similar restriction on claimsLiens attaching to the proceeds thereof shall be subject to the relative priorities described in Section 2.1). Each The Second Lien Collateral Agent, for itself and on behalf of each other applicable itself and the Second Lien ClaimholderClaimholders, agrees that it will not take or receive any Collateral or any proceeds Proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to Enforcement Action against any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure Enforcement Action expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents Agent and Second Lien Claimholders are permitted to retain the proceeds Proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (de) Subject to Sections 3.1(a), 3.1(c(b) and (d) and Section 6.3(b6.4(b): (1) each except as otherwise permitted hereunder, the Second Lien Collateral Agent, for itself and on behalf of each other applicable the Second Lien ClaimholderClaimholders, agrees that such the Second Lien Collateral Agent and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwiseDocuments; (2) each except as otherwise permitted hereunder, the Second Lien Collateral Agent, for itself and on behalf of each other applicable the Second Lien ClaimholderClaimholders, hereby waives any and all rights it or such the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other the First Lien Claimholder seeks Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder Claimholders is adverse to the interest of any the Second Lien ClaimholderClaimholders; and (3) each the Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable any Second Lien Collateral Documents or any other applicable Second Lien Loan Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other the First Lien Claimholder Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (ef) Except as specifically set forth in this AgreementSections 3.1(a) and (d), the Second Lien Collateral Agents Agent and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations Borrower in accordance with the terms of the Second Lien Loan Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor)law; provided that in the event that any Second Lien Claimholder becomes a judgment Lien lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (fg) Except as specifically set forth in Sections 3.1(a) and 3.1(d(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents Agent or any other Second Lien Claimholder Claimholders of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of any Enforcement Action by the exercise by Second Lien Agent or any Second Lien Collateral Agent or any other Second Lien Claimholder Claimholders of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of or any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateralthem. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until So long as the Discharge of First 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, each Second : (i) the Second-Lien Collateral Agent and the Second other Second-Lien Claimholders: (1) Creditors will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) right under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Second Second-Lien Collateral Agent or any Second Second-Lien Claimholder take Creditor is a party) or institute or commence, or join with any Enforcement Action Person in commencing, any action or proceeding with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their such rights or remedies in each case with respect to all (including any action of foreclosure, enforcement, collection or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to execution and any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6Proceeding); (2) , and will not contest, protest or object to any foreclosure proceeding or action brought by the First First-Lien Collateral Agent or any First First-Lien Claimholder Creditor or any other exercise by the First First-Lien Collateral Agent or any First First-Lien Claimholder Creditor, of any rights and remedies relating to the Collateral under the First First-Lien Loan Credit Documents or otherwise;(including any Enforcement Action initiated by otherwise, or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First First-Lien Collateral Agent or any First the First-Lien Claimholder Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by ; and (ii) the First First-Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until shall have the Discharge of First Lien Obligations has occurredexclusive right, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Required First-Lien Claimholders Creditors shall have the exclusive right to commence and maintain an Enforcement Action or otherwise instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including set-off, recoupment off and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), ) and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Second-Lien Collateral Agents Agent or any Second-Lien Creditor, all as though the Second-Lien Obligations did not exist; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Second Lien Claimholder; provided that any proceeds received by Grantor, the First Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien Obligations, (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the First-Lien Creditors to exercise remedies in excess of those necessary respect thereof) in order to achieve a Discharge of First preserve or protect its Lien Obligations are distributed on the Collateral in accordance with Section 4.1 the terms of this Agreement and applicable law(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. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First First-Lien Collateral Agent and the First First-Lien Claimholders Creditors may enforce the provisions of the First First-Lien Loan 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholderdiscretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), 3.1(c) and Section 6.3(b): (1) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, agrees that such Second Lien Collateral Agent and Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.

Exercise of Remedies. (a) Until So long as the Discharge of First Lien Obligations Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or Guarantor, (i) the Company or any other Grantor, each Second Lien Collateral Agent Trustee and the Second Lien Claimholders: (1) Noteholders will not commence or maintain, exercise or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies (including setoff) with respect to the any Common Collateral; provided that each Second Lien Collateral Agent may commence an Enforcement Action , institute any action or otherwise exercise any or all proceeding with respect to such rights or remedies after the passage of a period of at least 150 days has elapsed since the later of: (i) the date on which such Second Lien Collateral Agent declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from such Second Lien Collateral Agent of such declarations of such Event of Default and demand for payment (the “Standstill Period”); providedremedies, furtherincluding, that notwithstanding anything herein to the contrarywithout limitation, in no event shall any Second Lien Collateral Agent or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agents) or (ii) any Grantor shall be subject to any Insolvency or Liquidation Proceeding (provided that in any such Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or Second Lien Claimholder may take any action expressly permitted by Section 6); (2) will not of foreclosure, contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Senior Agent or any First Lien Claimholder Senior Lender, the exercise of any right under any Lockbox Agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Trustee or any Noteholder is a party, or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder such party, of any rights and remedies relating to the Common Collateral under the First Lien Loan Senior Lender Documents or otherwise;(including any Enforcement Action initiated by otherwise, or supported by the First Lien Collateral Agent or any First Lien Claimholder) and (3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Collateral Agent or any First Lien Claimholder Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by Common Collateral and (ii) the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Senior Agent and the First Lien Claimholders Senior Lenders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-offincluding, recoupment without limitation, setoff and the right to credit bid their debt, except that Second Lien Collateral Agents shall have the credit bid rights set forth in Section 3.1(c)(6)), ) and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Second Lien Collateral Agents Trustee or any other Second Lien ClaimholderNoteholder; provided provided, however, (A) that in any proceeds received Insolvency or Liquidation Proceeding commenced by or against the First Lien Borrower or any Guarantor, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims, and (B) the Trustee may take any action not adverse to the Liens on the Common Collateral Agent securing the Senior Lender Claims in excess of those necessary order to achieve a Discharge of First Lien Obligations are distributed preserve or protect its rights in accordance with Section 4.1 and applicable lawthe Common Collateral. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Common Collateral, the First Lien Collateral Senior Agent and the First Lien Claimholders Senior Lenders may enforce the provisions of the First Lien Loan 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 in compliance with any applicable law and without consultation with the Second Lien Collateral Agents or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholderdiscretion. 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 creditor lender under the UCC Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws bankruptcy or similar laws of any applicable jurisdiction. (cb) Notwithstanding the foregoingThe Trustee, the Second Lien Collateral Agents and any other Second Lien Claimholder may: (1) vote, file a claim or statement of interest and take any other action not in violation of the provisions of this Agreement with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral and neither the First Lien Collateral Agent nor any First Lien Claimholder will object to or contest, or otherwise support any other person in contesting or objecting to, any such action taken in accordance with the terms of this Agreement (provided that nothing herein shall prevent the First Lien Collateral Agent or First Lien Claimholders from enforcing this Agreement); (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agents or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) take any action not otherwise in violation of this Agreement to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims. Each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholderitself and the Noteholders, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including set-off and recoupmentsetoff) with respect to any Collateral in its capacity as a creditorCommon Collateral, unless and until the Discharge of First Lien Obligations Senior Lender Claims has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agents and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations Senior Lender Claims has occurred, except as expressly provided in Sections 3.1(athe proviso in Section 3.1(a)(ii) and 6.3(b) and this Section 3.1(c)above, the sole right of the Second Lien Collateral Agents Trustee and the Second Lien Claimholders Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Second Lien Collateral Noteholder Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations the Senior Lender Claims has occurred. (dc) Subject to Sections 3.1(a)the proviso in Section 3.1(a)(ii) above, 3.1(c(a) and Section 6.3(b): (1) each Second Lien Collateral Agentthe Trustee, for itself and or on behalf of each other applicable Second Lien Claimholderthe Noteholders, agrees that such Second Lien Collateral Agent the Trustee and Second Lien Claimholders the Noteholders will not take any action that would hinder any exercise of remedies undertaken by the Senior Agent under the First Lien Senior Loan Documents or is otherwise prohibited hereunderDocuments, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise; , and (2b) each Second Lien Collateral Agentthe Trustee, for itself and on behalf of each other applicable Second Lien Claimholderthe Noteholders, hereby waives any and all rights it or such Second Lien Claimholders the Noteholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Senior Agent or any other First Lien Claimholder seeks the Senior Lenders seek to enforce or collect the First Lien Obligations Senior Lender Claims or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and (3) each Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the applicable Second Lien Collateral Documents or any other applicable Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agents or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or any other First Lien Claimholder may have with respect to the First Lien Senior Lender Collateral. (g) The First Lien Collateral Agent shall use commercially reasonable efforts to deliver simultaneous written notice to each Second Lien Collateral Agent of the First Lien Collateral Agent commencing any Enforcement Action; provided that failure to deliver such notice shall not impair the validity of such Enforcement Action or give rise to liability hereunder.