Common use of Exercise of Rights and Remedies Clause in Contracts

Exercise of Rights and Remedies. a. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, the Administrative Agent and the other Senior Lenders shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), in each case, without any consultation with or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Party, in each case, to the extent not in contravention of the terms of this Agreement, and (B) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereof.

Exercise of Rights and Remedies. a. So Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties: (a) will not, so long as the Discharge of Senior Indebtedness First Lien Debt has not occurred, whether enforce or not any Insolvency Proceeding has been commenced exercise, or is pending, the Administrative Agent and the other Senior Lenders shall have the exclusive right seek to enforce all or exercise, any rights and to exercise all or remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the notification of account debtors) with respect to any Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement to which Second Lien Agent or any other Second Lien Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than First Lien Agent) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action such enforcement or proceeding or any Insolvency Proceeding), exercise in each case, without any consultation with or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding); provided, that, subject at all times to the provisions of Section 5 of this Intercreditor Agreement, the Second Lien Agent may enforce or exercise any or all such rights and remedies, or commence or petition for any such action or proceeding, after a period ending two hundred and ten (210) days after the receipt by First Lien Agent of a Second Lien Default Notice from the Second Lien Agent (the “Standstill Period”); provided, that, as of the expiration of the Standstill Period, the applicable Second Lien Event of Default that was the subject of the Second Lien Default Notice received by the First Lien Agent which commenced the applicable Standstill Period remains uncured, unremedied or unwaived as of the expiration of the Standstill Period; provided, further, however, that, notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Second Lien Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence or petition for any such action or proceeding (including taking such enforcement or exercise in any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), if the First Lien Agent or any other First Lien Secured Party shall have commenced, prior to the expiration of the Standstill Period, a Lien Enforcement Action and shall be pursuing the same in good faith (including, without limitation, any of the following, if undertaken and pursued to consummate the sale of such Collateral within a commercially reasonable time: solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of the Collateral, the notification of account debtors to make payments to Xxxxx Xxxx Agent or its agents, the initiation of any action to take possession of all or any material portion of the Collateral or the commencement of any legal proceedings or actions against or with respect to all or any material portion of the Collateral); (b) will not contest, protest or object to any Lien Enforcement Action brought by First Lien Agent or any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Documents or otherwise, so long as the Liens of Second Lien Agent attach to the proceeds thereof subject to the relative priorities set forth in Section 2.2 and such actions or proceedings are being pursued in good faith; (c) will not object to the forbearance by First Lien Agent or the other First Lien Secured Parties from commencing or pursuing any Lien Enforcement Action or any other enforcement or exercise of any rights or remedies with respect to any of the Collateral; (d) will not, so long as the Discharge of First Lien Debt has not occurred and except for actions permitted under Section 4.1(a) above, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (iincluding any right of setoff) with respect to any Collateral or in connection with any insurance policy award or any condemnation award (or deed in lieu of condemnation), and any such payment or proceeds received in violation of the foregoing shall be applied in accordance with Section 5.1; (e) will not take any action that a Subordinated Debt would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the First Lien Documents, including any sale or other disposition of any Collateral, whether by foreclosure or otherwise and acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Document shall be deemed to restrict in any way the rights and remedies of First Lien Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Intercreditor Agreement and the First Lien Documents; (f) will not object to the manner in which First Lien Agent or any other First Lien Secured Party may (A) file seek to enforce or collect the First Lien Debt or the Liens of such First Lien Secured Party, regardless of whether any responsive action or defensive pleadings in opposition failure to act by or on behalf of First Lien Agent or any motionother First Lien Secured Party is, claimor could be, adversary proceeding or other pleading made by any Person objecting adverse to or otherwise seeking the disallowance interests of the claims of a Subordinated Debt PartySecond Lien Secured Parties, in each caseand will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (f); provided, that, at all times First Lien Agent is acting in good faith; and (g) will not in contravention attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any First Lien Debt or any Lien of First Lien Agent or this Intercreditor Agreement, or the validity or enforceability of the terms of priorities, rights or obligations established by this Intercreditor Agreement. Notwithstanding anything to the contrary set forth in this Section 3.1 or elsewhere in this Intercreditor Agreement, and (B) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) the Second Lien Secured Parties shall at any time during which such Subordinated Debt Party is all times be permitted to receive and retain take any Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereofSecond Lien Action against any Grantor.

Exercise of Rights and Remedies. a. So long as (a) Only the Discharge of Senior Indebtedness has not occurred, whether Controlling Collateral Agent shall act or not refrain from acting with respect to any Insolvency Proceeding has been commenced or is pending, the Administrative Shared Collateral (including with respect to any intercreditor agreement with respect to any junior Liens on Shared Collateral). No Non-Controlling Collateral Agent and the other Senior Lenders no Non-Controlling Secured Party shall commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have the exclusive right a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power as a secured creditor with respect to, or otherwise take any action to enforce all rights and its security interest in or realize upon, or take any other action available to exercise all remedies it in respect of, any Shared Collateral (including with respect to any right of setoff or recoupmentintercreditor agreement with respect to junior Liens on any Shared Collateral), whether at under any Secured Credit Document, applicable law or otherwise, it being agreed that only the Controlling Collateral Agent, acting in equityaccordance with the applicable Secured Credit Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral at any time. Without limitation of the foregoing, (A) in any Insolvency or Liquidation Proceeding commenced by or against the Credit Borrower or any other Grantor, each Collateral Agent or any of its Related Secured Parties and the Collateral (including making determinations regarding the release, Disposition may file a proof of claim or restrictions statement of interest with respect to the Collateral)applicable obligations thereto, (B) in any Insolvency or to commence Liquidation Proceeding commenced by or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding against the Borrower or any Insolvency Proceeding)other Grantor, in each case, without any consultation with Collateral Agent or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party its Related Secured Parties may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made filed by any Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of a Subordinated Debt such Collateral Agent or Related Secured Party, (C) each Collateral Agent or its Related Secured Parties may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Borrower or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, and (D) each Collateral Agent and its Related Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Borrower or any other Grantor, in each case, case (A) through (D) above to the extent such action is not inconsistent with, or could not result in contravention of a resolution inconsistent with, the terms of this Agreement. (b) Notwithstanding the equal priority of the Liens securing each Class of Pari Passu Lien Obligations, and (B) enforce the Controlling Collateral Agent may deal with the Shared Collateral as if such Controlling Collateral Agent had a senior Lien on such Collateral. No Non-Controlling Collateral Agent or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent or any Controlling Secured Party or any other exercise by the Controlling Collateral Agent or any Controlling Secured Party of any rights and exercise remedies (other than initiating, relating to the Shared Collateral. The foregoing shall not be construed to limit the rights and priorities of any Secured Party or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but Collateral Agent with respect to any Collateral not against Collateral) at constituting Shared Collateral or impair any time during which such Subordinated Debt Party is permitted rights available to receive and retain Permitted Payments under Section 7.1 below, and (ii) them as otherwise provided in Section 5.4 hereofunsecured creditors.

Exercise of Rights and Remedies. a. So (a) S long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced or is pendingcommenced, the First Lien Administrative Agent and the other Senior Lenders First Lien Secured Parties shall have the exclusive right to enforce all rights (i) commence and to exercise all remedies maintain any Enforcement Action (including any right of setoff rights to set-off or recoupmentcredit bid), whether at law or in equity(ii) subject to Section 3.04, against the Credit Parties and the Collateral (including making make determinations regarding the releaserelease or Disposition of, Disposition or restrictions with respect to, the Collateral, and (iii) otherwise enforce the rights and remedies of a secured creditor under the UCC and Bankruptcy Laws of any applicable jurisdiction, so long as any proceeds received by the First Lien Administrative Agent in excess of those necessary to achieve Discharge of First Lien Obligations are distributed in accordance with the UCC and applicable law, subject to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), relative priorities described in each caseSection 2.01, without any consultation with or the consent of the Second Lien Administrative Agent or any Subordinated Debt other Second Lien Secured Party; provided that, providednotwithstanding the foregoing, (i) in any Insolvency Proceeding, however, a Subordinated Debt the Second Lien Administrative Agent and any Second Lien Secured Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge file a proof of Senior Indebtedness has not occurred, whether claim or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right statement of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions interest with respect to the Collateral)Second Lien Obligations; (ii) the Second Lien Administrative Agent may take any action to create, perfect, preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)be, except (i) that a Subordinated Debt Party may (A) adverse to the First Priority Liens or the rights of the First Lien Administrative Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Partythe Second Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not in contravention of inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03; (v) the Second Lien Secured Parties may (A) present a cash bid for Collateral or purchase Collateral for cash at any Section 363 hearing or at any public or judicial foreclosure sale and (B) credit bid for Collateral pursuant to Section 363(k) of the Bankruptcy Code (provided that such credit bid may only be made if the Discharge of First Lien Obligations has occurred or will occur concurrently as a result of a cash bid for such Collateral in addition to such credit bid); provided, however, in no event shall the bid pursuant to this Section 3.01(a)(v) be less than the amount in cash that would be necessary to purchase the First Lien Obligations pursuant to Section 3.01(d) hereof; (vi) the Second Lien Secured Parties shall be entitled to vote on any plan of reorganization, to the extent consistent with the provisions hereof; and (vii) subject to Section 3.02(a), the Second Lien Administrative Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in clauses (i) through (vii) above being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Administrative Agent and the other than initiatingSecond Lien Secured Parties with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Collateral, the First Lien Administrative Agent and the other First Lien Secured Parties 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 their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or supporting any other Person Bankruptcy Law. The First Lien Administrative Agent agrees to provide at least five days’ prior written notice to the Second Lien Administrative Agent of its intention to foreclose upon or Dispose of any Collateral. (other than c) The Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that (i) no covenant, agreement or restriction contained in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted Second Lien Security Document or any other Second Lien Loan Document shall be deemed to receive restrict in any way the rights and retain Permitted Payments under Section 7.1 below, remedies of the First Lien Administrative Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents and (ii) the rights of any First Lien Secured Party to enforce any provision of this Agreement or any First Lien Loan Document will not be prejudiced or impaired by (A) any act or failure to act of any Grantor, any other First Lien Secured Party or the First Lien Administrative Agent, or (B) noncompliance by any Person other than such First Lien Secured Party with any provision of this Agreement, any First Lien Loan Document or any Second Lien Loan Document. (d) Notwithstanding anything in this Agreement to the contrary, following the earliest to occur of (i) the acceleration of the Indebtedness then outstanding under the First Lien Credit Agreement, (ii) a payment default under the First Lien Credit Agreement that has not been cured within sixty (60) days of the occurrence thereof or (iii) the commencement of an Insolvency Proceeding, the Second Lien Secured Parties may, at their sole expense and effort, upon notice within thirty (30) days following such acceleration, payment default or the commencement of an Insolvency Proceeding, as otherwise the case may be, to the First Lien Administrative Agent and the Company, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)), all (but not less than all) of the First Lien Obligations; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (y) the Second Lien Secured Parties shall have paid to the First Lien Administrative Agent, for the account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of the First Lien Obligations plus all accrued and unpaid interest thereon plus all accrued and unpaid fees and expenses plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the aggregate face amount of the letters of credit outstanding under the First Lien Credit Agreement, an amount in cash equal to 102% thereof, (ii) obligations under Lender Hedging Contracts that constitute First Lien Obligations, 100% of the aggregate Lender Hedging Obligations then due and owing thereunder (unless, with respect to any particular Lender Hedging Contract, such other arrangements have been made by the Company and the Lender Counterparty who is a party to such Lender Hedging Contract in a manner satisfactory to such Lender Counterparty in its sole discretion to protect such Lender Counterparty from default risk under such Lender Hedging Contract (and communicated to the First Lien Administrative Agent) as provided in the First Lien Credit Agreement), and (iii) Cash Management Obligations that constitute First Lien Obligations, 100% of the aggregate Cash Management Obligations then due and owing thereunder (unless, with respect to any particular agreement to provide Cash Management Services, such other arrangements have been made by the Company and the Cash Management Lender who is a party to such agreement in a manner satisfactory to such Cash Management Lender in its sole discretion to protect such Cash Management Lender from default risk under such agreement (and communicated to the First Lien Administrative Agent) as provided in the First Lien Credit Agreement). In order to effectuate the foregoing, the First Lien Administrative Agent shall calculate, upon the written request of the Second Lien Administrative Agent from time to time, the amount in cash that would be necessary so to purchase the First Lien Obligations. Notwithstanding the foregoing, the First Lien Administrative Agent and the First Lien Secured Parties shall retain any and all rights with respect to indemnification and other similar contingent obligations under the First Lien Loan Documents or any Lender Hedging Contract that are expressly stated to survive the termination of the First Lien Loan Documents or any Lender Hedging Contract. (e) Notwithstanding anything in this Agreement to the contrary, following the earliest to occur of (i) the acceleration of the Indebtedness then outstanding under the First Lien Credit Agreement, (ii) a payment default under the First Lien Credit Agreement that has not been cured within sixty (60) days of the occurrence thereof or (iii) the commencement of an Insolvency Proceeding, the First Lien Secured Parties may, at their sole expense and effort, upon notice within thirty (30) days following such acceleration, payment default or the commencement of an Insolvency Proceeding, as the case may be, to the Second Lien Administrative Agent and the Company, require the Second Lien Secured Parties to transfer and assign to the First Lien Secured Parties, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the Second Lien Credit Agreement)), all (but not less than all) of the Second Lien Obligations; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (y) the First Lien Secured Parties shall have paid to the Second Lien Administrative Agent, for the account of the Second Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of the Second Lien Obligations plus all accrued and unpaid interest thereon plus all accrued and unpaid fees and expenses plus all the other Second Lien Obligations then outstanding (which shall include a premium in an amount equal to the prepayment premium as set forth in Section 5.4 hereof3.04(a) of the Second Lien Credit Agreement). In order to effectuate the foregoing, the Second Lien Administrative Agent shall calculate, upon the written request of the First Lien Administrative Agent from time to time, the amount in cash that would be necessary so to purchase the Second Lien Obligations. Each Second Lien Secured Party will retain all rights to indemnification provided by the Borrower in the relevant Second Lien Loan Documents for all claims and other amounts relating to periods prior to the purchase of the Second Lien Obligations pursuant to this Section 3.01.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative First Lien Collateral Agent and the other Senior Lenders First Lien Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any Subordinated Debt other Second Lien Secured Party; provided that, providednotwithstanding the foregoing, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency Proceeding has been commenced or is pendingLiquidation Proceeding, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right the Second Lien Collateral Agent may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral)Second Lien Obligations; (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)be, except (i) that a Subordinated Debt Party may (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 a Subordinated Debt Partythe Second Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not in contravention of inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03; and (v) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Collateral Agent and the other Second Lien Secured Parties with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the other First Lien Secured Parties 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 their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Collateral Agent agrees to provide at least five days’ prior written notice to the Second Lien Collateral Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents. (d) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Indebtedness then outstanding under the First Lien Credit Agreement, the Second Lien Secured Parties may, at their sole expense and effort, upon notice to the Borrower and the First Lien Collateral Agent, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse, all (but not less than all) of the First Lien Obligations; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (By) enforce rights and exercise remedies (other than initiatingthe Second Lien Secured Parties shall have paid to the First Lien Collateral Agent, or supporting any other Person (other than Administrative Agent) for the account of the First Lien Secured Parties, in initiatingimmediately available funds, an Insolvency Proceedingamount equal to 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid Fees (as defined in the First Lien Credit Agreement) against a plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the aggregate face amount of the letters of credit outstanding under the First Lien Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted Agreement, an amount in cash equal to receive and retain Permitted Payments under Section 7.1 below102% thereof, and (ii) as otherwise provided Hedging Agreements that constitute First Lien Obligations, 100% of the aggregate amount of such First Lien Obligations (giving effect to any netting arrangements) that the applicable Loan Party would be required to pay if such Hedging Agreements were terminated at such time). In order to effectuate the foregoing, the First Lien Collateral Agent shall calculate, upon the written request of the Second Lien Collateral Agent from time to time, the amount in Section 5.4 hereofcash that would be necessary so to purchase the First Lien Obligations.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced or is pendingcommenced, the Administrative First Priority Agent and the other Senior Lenders First Priority Secured Parties shall have the exclusive right to enforce all rights and exercise remedies with respect to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceedingor Liquidation Proceeding or Liquidation Sale), in each case, without any consultation with or the consent of any Subordinated Debt PartySecond Priority Secured Party except as required pursuant to applicable law; provided that, providednotwithstanding the foregoing, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency Proceeding has been commenced or is pendingLiquidation Proceeding, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right the Second Priority Secured Parties may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral)Second Priority Claims; (ii) the Second Priority Secured Parties may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)be, except (i) that a Subordinated Debt Party may (A) materially adverse to the First Priority Liens or the rights of the First Priority Secured Parties as secured creditors or any other First Priority Secured Party to exercise remedies as secured creditors in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Priority Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Partythe Second Priority Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Priority Claims, in each case, to the extent not in contravention of inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(a); and (Bv) subject to Section 3.02(a), the Second Priority Agent and the other Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (other than initiatingthe actions described in this proviso being referred to herein as the “Second Priority Permitted Actions”). Except for the Second Priority Permitted Actions, or supporting any other Person (other than Administrative Agent) in initiatingunless and until the Discharge of First Priority Claims has occurred, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted the sole right of the Second Priority Secured Parties with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Priority Claims has occurred and retain Permitted Payments under Section 7.1 below, in accordance with the Second Priority Financing Documents and (ii) as otherwise provided in Section 5.4 hereofapplicable law.

Exercise of Rights and Remedies. a. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, the Administrative Agent and the other Senior Lenders Beneficiaries (if any) shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), in each case, without any consultation with or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and or to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and or the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Party, in each case, to the extent not in contravention of the terms of this Agreement, and (B) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative AgentAgent or any other Beneficiary) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereof.

Exercise of Rights and Remedies. a. So long as (a) Only the Discharge of Senior Indebtedness has not occurred, whether Controlling Collateral Agent shall act or not refrain from acting with respect to any Insolvency Proceeding has been commenced or is pending, the Administrative Shared Collateral (including with respect to any intercreditor agreement with respect to any junior Liens on Shared Collateral). No Non-Controlling Collateral Agent and the other Senior Lenders no Non-Controlling Secured Party shall commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have the exclusive right a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power as a secured creditor with respect to, or otherwise take any action to enforce all rights and its security interest in or realize upon, or take any other action available to exercise all remedies it in respect of, any Shared Collateral (including with respect to any right of setoff or recoupmentintercreditor agreement with respect to junior Liens on any Shared Collateral), whether at under any Secured Credit Document, applicable law or otherwise, it being agreed that only the Controlling Collateral Agent, acting in equityaccordance with the applicable Secured Credit Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral at any time. Without limitation of the foregoing, (A) in any Insolvency or Liquidation Proceeding commenced by or against the Credit Borrower or any other Grantor, each Collateral Agent or any of its Related Secured Parties and the Collateral (including making determinations regarding the release, Disposition may file a proof of claim or restrictions statement of interest with respect to the Collateral)applicable obligations thereto, (B) in any Insolvency or to commence Liquidation Proceeding commenced by or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding against the Borrower or any Insolvency Proceeding)other Grantor, in each case, without any consultation with Collateral Agent or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party its Related Secured Parties may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made filed by any Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of a Subordinated Debt such Collateral Agent or Related Secured Party, (C) except as otherwise set forth in this Agreement, each Collateral Agent or its Related Secured Parties may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Borrower or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, and (D) each Collateral Agent and its Related Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Borrower or any other Grantor, in each case, case (A) through (D) above to the extent such action is not inconsistent with, or could not result in contravention of a resolution inconsistent with, the terms of this Agreement. (b) Notwithstanding the equal priority of the Liens securing each Class of First Lien Obligations with respect to the Shared Collateral, and (B) enforce the Controlling Collateral Agent may deal with the Shared Collateral as if such Controlling Collateral Agent had a senior Lien on such Collateral. No Non-Controlling Collateral Agent or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent or any Controlling Secured Party or any other exercise by the Controlling Collateral Agent or any Controlling Secured Party of any rights and exercise remedies (other than initiating, relating to the Shared Collateral. The foregoing shall not be construed to limit the rights and priorities of any Secured Party or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but Collateral Agent with respect to any Collateral not against Collateral) at constituting Shared Collateral or impair any time during which such Subordinated Debt Party is permitted rights available to receive and retain Permitted Payments under Section 7.1 below, and (ii) them as otherwise provided in Section 5.4 hereofunsecured creditors.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness ABL Debt has not occurred, whether or not any Insolvency Proceeding has been commenced by or is pendingagainst any Grantor, the Administrative Agent Term Loan Agent, for itself and on behalf of the other Senior Lenders shall have the exclusive right Term Loan Secured Parties: (i) will not enforce or exercise, or seek to enforce all or exercise, any rights and to exercise all or remedies (including any right of setoff or recoupment)setoff, whether at law or in equityother than for the avoidance of doubt, against the Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral)Term Loan Priority Collateral Pledged Account, or notification of account debtors) with respect to any ABL Priority Collateral (including the enforcement of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement, in each case relating to ABL Priority Collateral, to which Term Loan Agent or any other Term Loan Secured Party is a party) or commence or seek to commence join with any Person (other than ABL Agent with its consent) in commencing, or filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action, provided, that, Term Loan Agent or any other Term Loan Secured Party may commence or join with any Person in commencing, or filing, a petition for any Insolvency Proceeding); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by ABL Agent or any other ABL Secured Party, or any other enforcement or exercise by any ABL Secured Party of any rights or remedies relating solely to the ABL Priority Collateral, so long as the Liens of Term Loan Agent attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith; (iii) will not object to the forbearance by ABL Agent or the other ABL Secured Parties from commencing or pursuing any foreclosure action or proceeding or any Insolvency Proceeding), in each case, without any consultation with other enforcement or the consent exercise of any Subordinated Debt Partyrights or remedies with respect to any of the ABL Priority Collateral; (iv) will not, provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly except for actions permitted under Section 4.1(b)(i3.1(a)(i), take or receive any ABL Priority Collateral, or any Proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any ABL Priority Collateral (it being understood and agreed that payments made by any Grantor in respect of the Term Loan Debt with proceeds of loans or advances under the ABL Documents shall not constitute a breach of this Section 3.1(a)(iv)); (iiv) belowagrees that no covenant, agreement or restriction contained in any Term Loan Document shall be deemed to restrict in any way the rights and remedies of ABL Agent or the other ABL Secured Parties with respect to the ABL Priority Collateral as set forth in this Agreement and the ABL Documents; (vi) will not object to the manner in which ABL Agent or any other ABL Secured Party may seek to enforce or collect the ABL Debt or the Liens of such ABL Secured Party on any ABL Priority Collateral, regardless of whether any action or failure to act by or on behalf of ABL Agent or any other ABL Secured Party is, or could be, adverse to the interests of the Term Loan Secured Parties, and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the ABL Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any ABL Debt or any Lien of ABL Agent or this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. b. (b) So long as the Discharge of Senior Indebtedness Term Loan Debt has not occurred, whether or not any Insolvency Proceeding has been commenced by or is pendingagainst any Grantor, no Subordinated Debt Party shall have any right ABL Agent, for itself and on behalf of the other ABL Secured Parties: (i) will not enforce or exercise, or seek to enforce or exercise, any rights and to exercise any or remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Term Loan Priority Collateral Pledged Account) with respect to any Term Loan Priority Collateral (including the enforcement of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement, in each case relating to Term Loan Priority Collateral), to which ABL Agent or any other ABL Secured Party is a party) or commence or join with any Person (other than Term Loan Agent with its consent) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action, provided, that, ABL Agent or any other ABL Secured Party may commence or join with any Person in commencing, or filing, a petition for any Insolvency Proceeding); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by Term Loan Agent or any other Term Loan Secured Party, or any other enforcement or exercise by any Term Loan Secured Party of any rights or remedies relating solely to the Term Loan Priority Collateral, so long as the Liens of ABL Agent attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith; (iii) will not object to the forbearance by Term Loan Agent or the other Term Loan Secured Parties from commencing or pursuing any foreclosure action or proceeding or any Insolvency Proceedingother enforcement or exercise of any rights or remedies with respect to any of the Term Loan Priority Collateral; (iv) will not, except for actions permitted under Section 3.1(b)(i), except take or receive any Term Loan Priority Collateral, or any Proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Term Loan Priority Collateral (it being understood and agreed that payments made by any Grantor in respect of the ABL Debt with proceeds of loans or advances under the Term Loan Documents shall not constitute a breach of this Section 3.1(b)(iv)); (v) agrees that no covenant, agreement or restriction contained in any ABL Document shall be deemed to restrict in any way the rights and remedies of Term Loan Agent or the other Term Loan Secured Parties with respect to the Term Loan Priority Collateral as set forth in this Agreement and the Term Loan Documents; (vi) will not object to the manner in which Term Loan Agent or any other Term Loan Secured Party may seek to enforce or collect the Term Loan Debt or the Liens of such Term Loan Secured Party on any Term Loan Priority Collateral, regardless of whether any action or failure to act by or on behalf of Term Loan Agent or any other Term Loan Secured Party is, or could be, adverse to the interests of the ABL Secured Parties, and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Term Loan Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Term Loan Debt or any Lien of Term Loan Agent or this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. (c) Until the Discharge of ABL Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, subject to Section 3.1(a)(i) hereof, the ABL Secured Parties shall have the exclusive right to commence, and maintain the exercise of their rights and remedies with respect to the ABL Priority Collateral, including the exclusive right, to the extent provided for in the ABL Documents or under applicable law, to appoint an administrator, receiver or trustee in respect of the ABL Priority Collateral, to take or retake control or possession of such Collateral and to hold, prepare for sale, process, and sell, lease, dispose of, or liquidate such ABL Priority Collateral, without any consultation with or the consent of any Term Loan Secured Party; provided, that, the Lien securing the Term Loan Debt shall continue as to the Proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2 hereof. In exercising enforcement rights and remedies with respect to the ABL Priority Collateral, the ABL Secured Parties may enforce the provisions of the ABL Documents with respect to the ABL Priority Collateral and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise realize on or dispose of any ABL Priority Collateral upon foreclosure, to incur expenses in connection with such sale or other realization or disposition, and to exercise all of the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. Term Loan Secured Parties shall not have any right to direct any ABL Secured Party to exercise any right, remedy or power with respect to the ABL Priority Collateral and each Term Loan Secured Party shall have no right to consent to any exercise of remedies under the ABL Documents or applicable law in respect of any of the ABL Priority Collateral. (d) Until the Discharge of Term Loan Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, subject to Section 3.1(b)(i) hereof, the Term Loan Secured Parties shall have the exclusive right to commence, and maintain the exercise of their rights and remedies with respect to the Term Loan Priority Collateral, including the exclusive right, to the extent provided for in the Term Loan Documents or under applicable law, to appoint an administrator, receiver or trustee in respect of the Term Loan Priority Collateral, to take or retake control or possession of such Collateral and to hold, prepare for sale, process, and sell, lease, dispose of, or liquidate such Term Loan Priority Collateral, without any consultation with or the consent of any ABL Secured Party; provided, that, the Lien securing the ABL Debt shall continue as to the Proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2 hereof. In exercising enforcement rights and remedies with respect to the Term Loan Priority Collateral, the Term Loan Secured Parties may enforce the provisions of the Term Loan Documents with respect to the Term Loan Priority Collateral and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise realize on or dispose of any Term Loan Priority Collateral upon foreclosure, to incur expenses in connection with such sale or other realization or disposition, and to exercise all of the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. ABL Secured Parties shall not have any right to direct any Term Loan Secured Party to exercise any right, remedy or power with respect to the Term Loan Priority Collateral and each ABL Secured Party shall have no right to consent to any exercise of remedies under the Term Loan Documents or applicable law in respect of any of the Term Loan Priority Collateral. (e) Notwithstanding the foregoing, each of Term Loan Agent and ABL Agent may: (i) file a claim or statement of interest with respect to the ABL Debt, Excess ABL Debt, Term Loan Debt or Excess Term Loan Debt, as the case may be, in an Insolvency Proceeding that a Subordinated Debt Party may has been commenced by or against any Grantor; (Aii) in the case of Term Loan Agent, take any action in order to create, perfect, preserve or protect (but not, prior to the Discharge of ABL Debt, enforce) its Lien on any of the ABL Priority Collateral, and in the case of ABL Agent, take any action in order to create, perfect, preserve or protect (but not, prior to the Discharge of Term Loan Debt, enforce) its Lien on any of the Term Loan Priority Collateral; (iii) 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 a Subordinated Debt Partythe ABL Secured Parties or Term Loan Secured Parties, including any claims secured by the Collateral, if any, or otherwise make any agreements or file any motions or objections pertaining to the claims of such Secured Parties, in each case in accordance with the terms of this Agreement; (iv) file any pleadings, objections, motions or agreements which assert rights or interests that are available to unsecured creditors of the Grantors, including, the commencement of an Insolvency Proceeding against any Grantor, in each case, to in accordance with applicable law and in a manner not inconsistent with the extent terms of this Agreement (including any of the provisions of Section 6 hereof); and (v) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, not in contravention of inconsistent with the terms of this Agreement, and (B) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereof.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness Senior-Priority Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, each Junior-Priority Collateral Agent agrees, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is pendingacting as Agent, that: (i) it will not (A) contest, protest or object to any foreclosure proceeding or action brought by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party or any other exercise by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party of any rights and remedies relating to the Administrative Collateral or otherwise or (B) contest, protest or object to the forbearance by any Senior-Priority Secured Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to any of the Collateral; (ii) each Senior-Priority Collateral Agent and the other Senior Lenders Senior-Priority Secured Parties shall have the exclusive right to enforce all rights and to rights, exercise all remedies (including any set-off and the right of setoff or recoupmentto credit bid their debt), whether at law or in equity, against the Credit Parties and the Collateral (including making to make determinations regarding the release, Disposition disposition or restrictions with respect to the Collateral), or to Collateral and commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, ) without any consultation with or the consent of any Subordinated Debt Junior-Priority Collateral Agent or any other Junior-Priority Secured Party, ; provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(ithat (A) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency or Liquidation Proceeding has been commenced by or is pendingagainst any Grantor, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right a Junior-Priority Collateral Agent may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral), or to commence or seek to commence any action or proceeding Junior-Priority Debt with respect to which such rights or remedies Junior-Priority Collateral Agent is acting as Agent, (including any foreclosure action or proceeding B) a Junior-Priority Collateral Agent may send such notices of the existence of, or any Insolvency Proceeding)evidence or confirmation of, except the Junior-Priority Debt under the applicable Junior-Priority Documents or the Liens of such Junior-Priority Collateral Agent in the Collateral to any court or governmental agency, or file or record any such notice or evidence to the extent necessary to prove or preserve the Liens of such Junior-Priority Collateral Agent in the Collateral, (iC) that a Subordinated Debt Party Junior-Priority Collateral Agent may (A) 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 a Subordinated Debt Partyany Junior-Priority Secured Party with respect to which such Junior-Priority Collateral Agent is acting as Agent, including any claims secured by the Collateral, or otherwise make any agreements or file any motions pertaining to the applicable Junior-Priority Debt, in each case, case to the extent not in contravention of inconsistent with the terms of this Agreement, (D) a Junior-Priority Collateral Agent may commence legal proceedings against a Grantor (but not any of the Collateral); provided, however, that, such legal proceedings could not reasonably be expected to interfere with the rights of any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party in and to the Collateral or any Senior-Priority Debt or the exercise by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party of such rights and does not involve any contest or challenge to the validity, perfection, priority or enforceability of the Liens of any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party or any other holder of Senior-Priority Debt and in any event no Junior-Priority Collateral Agent may enforce any judgment against any of the Collateral, (E) the Junior-Priority Secured Parties shall be entitled to file any proof of claim and other filings, make any arguments and motions and take any other action in order to preserve or protect their Liens on the Collateral that are, in each case, in accordance with the terms of this Agreement, with respect to the applicable Junior-Priority Debt and the Collateral, (F) the Junior-Priority Secured Parties may exercise rights and remedies that may be exercised by unsecured creditors to the extent provided in Section 3.4 hereof and not otherwise inconsistent with the terms hereof, including, in any Insolvency or Liquidation Proceeding, the right to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy Law (other than initiating or joining in an involuntary case or proceeding under the Bankruptcy Code with respect to a Grantor, except as otherwise requested or expressly consented to in writing by the Designated Senior-Priority Collateral Agent), in each case, in accordance with the terms of this Agreement; provided, however, that any judgment Lien obtained by a Junior-Priority Secured Party as a result of such exercise of rights will be subject to this Agreement (and will have the same priority hereunder as the other Liens of the applicable Junior-Priority Collateral Agent); provided further, however, that until the Discharge of Senior-Priority Debt, if a Junior-Priority Collateral Agent or any other Junior-Priority Secured Party shall, at any time, receive any proceeds of any such judgment Lien, it shall pay such proceeds over to the Senior-Priority Collateral Agent in accordance with the terms of Section 4.2 and (BG) in any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties shall be entitled to vote on any plan of reorganization, in a manner and to the extent consistent with the provisions hereof; and (iii) each Senior-Priority Collateral Agent and the other Senior-Priority Secured Parties, in exercising rights and remedies with respect to the Collateral, may enforce rights the provisions of the Senior-Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion and 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 lender under the Uniform Commercial Code and of a secured creditor under the Bankruptcy Code or any other Bankruptcy Law, in each case as if no Junior-Priority Debt is then outstanding. (b) Each Junior-Priority Collateral Agent, for itself and on behalf of the other than initiatingJunior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, 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) with respect to any Collateral, unless and until the Discharge of Senior-Priority Debt has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior-Priority Debt has occurred, except as expressly provided in the provisos in Section 3.1(a)(ii) above, the sole right of the Junior-Priority Collateral Agents and the other Junior-Priority Secured Parties with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Junior-Priority 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-Priority Debt has occurred. (c) Each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will not take any action that would hinder any exercise of remedies undertaken by any Senior-Priority Collateral Agent under the Senior-Priority Documents, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, and each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, hereby waives any and all rights each may have as a junior lien creditor or otherwise to object to the manner or order in which any Senior-Priority Collateral Agent or the other Senior-Priority Secured Parties seek to enforce or collect the Senior-Priority Debt or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of any Senior-Priority Collateral Agent or the other Senior-Priority Secured Parties is or could be adverse to the interests of the Junior-Priority Secured Parties. (d) Each Junior-Priority Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Junior-Priority Document shall be deemed to restrict in any way the rights and remedies of the Senior-Priority Collateral Agents or the other Senior-Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the Senior-Priority Documents. (e) Subject to 3.1(a) hereof, the Designated Senior-Priority Collateral Agent shall have the exclusive right to exercise or enforce any right or remedy with respect to the Collateral and to make determinations regarding the release, disposition or restrictions with respect to the Collateral and commence or seek to commence any action or proceeding with respect to such rights and remedies and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior-Priority Debt, subject to the Junior-Priority Equal Priority Intercreditor Agreement and any other then effective intercreditor agreement, the Designated Junior-Priority Collateral Agent, who may be instructed by the applicable Junior-Priority Secured Parties in accordance with the applicable Junior-Priority Documents, shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Junior-Priority Collateral Agent, who may be instructed by the applicable Junior-Priority Secured Parties in accordance with the applicable Junior-Priority Documents, shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Junior-Priority Secured Parties with respect to the Collateral, or supporting of exercising or directing the exercise of any trust or power conferred on the Junior-Priority Collateral Agents, or for the taking of any other Person (action authorized by the Junior-Priority Documents; provided, however, that nothing in this Section 3.1(e) shall impair the right of any Junior-Priority Collateral Agent or other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at agent or trustee acting on behalf of the Junior-Priority Secured Parties to take such actions with respect to the Collateral after the Discharge of Senior-Priority Debt as may be otherwise required or authorized pursuant to any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereofintercreditor agreement governing the Junior-Priority Secured Parties or the Junior-Priority Debt.

Exercise of Rights and Remedies. a. So (a) Notes Agent, for itself and on behalf of the other Notes Secured Parties: (i) will not, so long as the Discharge of Senior Indebtedness Revolving Loan Debt has not occurred, whether enforce or not any Insolvency Proceeding has been commenced exercise, or is pending, the Administrative Agent and the other Senior Lenders shall have the exclusive right seek to enforce all or exercise, any rights and to exercise all or remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the notification of account debtors) with respect to any Revolving Loan Priority Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement to which Notes Agent or any other Notes Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than Revolving Loan Agent with its consent) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies (including except, that, Notes Agent or any other Notes Secured Party may commence or join with any Person in commencing, or filing, a petition for any Insolvency or Liquidation Proceeding; provided, that, Notes Agent provides Revolving Loan Agent not less than fifteen (15) days prior written notice of Notes Agent’s or any other Notes Secured Party’s intent to commence or join with any Person in commencing, or filing, such Insolvency or Liquidation Proceeding); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by Revolving Loan Agent or any other Revolving Loan Secured Party, or any other enforcement or exercise by any Revolving Loan Secured Party of any rights or remedies relating solely to the Revolving Loan Priority Collateral under the Revolving Loan Documents or otherwise, so long as the Liens of Notes Agent attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith; (iii) will not object to the forbearance by Revolving Loan Agent or the other Revolving Loan Secured Parties from commencing or pursuing any foreclosure action or proceeding or any Insolvency Proceeding), in each case, without any consultation with other enforcement or the consent exercise of any Subordinated Debt Partyrights or remedies with respect to any of the Revolving Loan Priority Collateral; (iv) will not, provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So so long as the Discharge of Senior Indebtedness Revolving Loan Debt has not occurred, whether take or not receive any Insolvency Proceeding has been commenced Revolving Loan Priority Collateral, or is pendingany proceeds thereof or payment with respect thereto, no Subordinated Debt Party shall have in connection with the exercise of any right to enforce any rights and to exercise any remedies or remedy (including any right of setoff setoff) with respect to any Revolving Loan Priority Collateral; it being understood and agreed that payments made by B&L Supply in respect of the Notes Debt with proceeds of loans or recoupmentadvances under the Revolving Loan Documents shall not constitute a breach of this Section 3.1(a)(iv); (v) agrees that no covenant, whether at law agreement or restriction contained in equity, against Credit any Notes Document shall be deemed to restrict in any way the rights and remedies of Revolving Loan Agent or the other Revolving Loan Secured Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Revolving Loan Priority Collateral as set forth in this Agreement and the Revolving Loan Documents; (vi) will not object to the manner in which Revolving Loan Agent or any other Revolving Loan Secured Party may seek to enforce or collect the Revolving Loan Debt or the Liens of such Revolving Loan Secured Party with respect to the Revolving Loan Priority Collateral), regardless of whether any action or failure to act by or on behalf of Revolving Loan Agent or any other Revolving Loan Secured Party is, or could be, adverse to commence the interests of the Notes Secured Parties, and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Revolving Loan Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); provided, that, at all times Revolving Loan Agent is acting in good faith; and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Revolving Loan Debt or any Lien of Revolving Loan Agent or this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. (b) Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties: (i) will not, so long as the Discharge of Notes Debt has not occurred, enforce or exercise, or seek to enforce or exercise, any rights or remedies with respect to any Notes Priority Collateral or commence or join with any Person (other than Notes Agent with its consent) in commencing, or filing a petition for, any action or proceeding with respect to such rights or remedies (including except, that, Revolving Loan Agent or any other Revolving Loan Secured Party may commence or join with any Person in commencing, or filing, a petition for any Insolvency or Liquidation Proceeding; provided, that, Revolving Loan Agent provides Notes Agent not less than fifteen (15) days prior written notice of Revolving Loan Agent’s or any other Revolving Loan Secured Party’s intent to commence or join with any Person in commencing, or filing, such Insolvency or Liquidation Proceeding); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by Notes Agent or any other Notes Secured Party, or any other enforcement or exercise by any Notes Secured Party of any rights or remedies relating solely to the Notes Priority Collateral under the Notes Documents or otherwise, so long as the Liens of Revolving Loan Agent attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith; (iii) will not object to the forbearance by Notes Agent or the other Notes Secured Parties from commencing or pursuing any foreclosure action or proceeding or any Insolvency Proceedingother enforcement or exercise of any rights or remedies with respect to any of the Notes Priority Collateral; (iv) will not, so long as the Discharge of Notes Debt has not occurred, take or receive any Notes Priority Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Notes Priority Collateral or in connection with any insurance policy award or any condemnation award (or deed in lieu of condemnation); (v) agrees that no covenant, agreement or restriction contained in any Revolving Loan Document shall be deemed to restrict in any way the rights and remedies of Notes Agent or the other Notes Secured Parties with respect to the Collateral as set forth in this Agreement and the Notes Documents; (vi) will not object to the manner in which Notes Agent or any other Notes Secured Party may seek to enforce or collect the Notes Debt or the Liens of such Notes Secured Party with respect to the Notes Priority Collateral, regardless of whether any action or failure to act by or on behalf of Notes Agent or any other Notes Secured Party is, or could be, adverse to the interests of the Revolving Loan Secured Parties, and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Notes Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); provided, that, at all times Notes Agent is acting in good faith; and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Notes Debt or any Lien of Notes Agent or this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. (c) Notwithstanding the foregoing clauses (a) and (b), except each of the Notes Agent and the Revolving Loan Agent may: (i) file a claim or statement of interest with respect to the Revolving Loan Debt or Notes Debt, as the case may be; provided that a Subordinated Debt Party may an Insolvency or Liquidation Proceeding has been commenced by or against B&L Supply or any other Grantor; (Aii) take any action in order to create, perfect, preserve or protect (but not enforce) its Lien on any of the Collateral; (iii) 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 a Subordinated Debt Partythe Revolving Loan Secured Parties or Notes Secured Parties represented by it, including any claims secured by the Collateral, if any, or otherwise make any agreements or file any motions or objections pertaining to the claims of such Secured Parties, in each case in accordance with the terms of this Agreement; (iv) file any pleadings, objections, motions or agreements which assert rights or interests that are available to unsecured creditors of the Grantors including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against B&L Supply or any other Grantor, in each case, to the extent in accordance with applicable law and in a manner not in contravention of inconsistent with the terms of this Agreement; and (v) vote on any plan of reorganization, file any proof of claim, make other filings and (B) enforce rights make any arguments and exercise remedies (other than initiatingmotions that are, or supporting any other Person (other than Administrative Agent) in initiatingeach case, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereofaccordance with the terms of this Agreement.

Exercise of Rights and Remedies. a. So long as (a) Until the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pendingPriority Debt, the Administrative Agent Collateral Agent, for itself and on behalf of the other Senior Lenders shall have the exclusive right Noteholder Secured Parties, agrees that it: (i) will not enforce or exercise, or seek to enforce all or exercise, any rights and to exercise all or remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the notification of account debtors) with respect to any ABL Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement to which the Collateral Agent or any other Noteholder Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than ABL Lender) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies with respect to the ABL Collateral (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of any Subordinated Debt Party, ; provided, however, a Subordinated Debt Party that (A) the Collateral Agent and the Noteholder Secured Parties may take Permitted Actions, and (B) the Collateral Agent may exercise any or all of such rights against or remedies after a period of 180 days has elapsed since the Credit Parties solely date on which any ABL Secured Party has commenced a Lien Enforcement Action and prior to or at the time of such exercise, the Collateral Agent shall have (1) declared the existence of a Noteholder Default, (2) demanded the repayment of all the principal amount of the Noteholder Debt and (3) notified the ABL Lender of such declaration of a Noteholder Default and demand (the “Standstill Period”); provided, further, that, notwithstanding the expiration of the Standstill Period or anything herein to the extent expressly contrary, Table of Contents in no event shall the Collateral Agent or any other Noteholder Secured Party enforce or exercise any rights or remedies with respect to any ABL Collateral, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), at any time during which the ABL Lender or any other ABL Secured Party shall have commenced and shall be pursuing diligently a Lien Enforcement Action; (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the ABL Lender or any other ABL Secured Party, or any other enforcement or exercise by any ABL Secured Party of any rights or remedies, in each case relating to the ABL Collateral under the ABL Documents, so long as the Liens of the Collateral Agent attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith in accordance with applicable law; (iii) subject to the Noteholder Secured Parties’ rights under Section 3.1(a)(i), will not object to the forbearance by the ABL Lender or the other ABL Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to any of the ABL Collateral; (iv) will not except for actions permitted under Section 4.1(b)(i3.1(a)(i), take or receive any ABL Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any ABL Collateral or in connection with any insurance policy award or any condemnation award (or deed in lieu of condemnation) relating to the ABL Collateral; (v) will not object to the manner in which the ABL Lender or any other ABL Secured Party may seek to enforce or collect the ABL Debt or the Liens of such ABL Secured Party securing First Priority Debt, regardless of whether any action or failure to act by or on behalf of the ABL Lender or any other ABL Secured Party is, or could be, adverse to the interests of the Noteholder Secured Parties, and will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the ABL Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (iiv), provided that at all times ABL Lender is acting in good faith in accordance with applicable law; and (vi) belowwill not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any First Priority Debt, any Lien of ABL Lender on the ABL Collateral securing the First Priority Debt or this Intercreditor Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Intercreditor Agreement. b. So long as (b) After the Discharge of Senior Indebtedness Priority Debt and until the Discharge of the Noteholder Debt has not occurred, whether the ABL Lender, for itself and on behalf of the other ABL Secured Parties, with respect to Excess ABL Debt agrees that it: (i) will not, enforce or not any Insolvency Proceeding has been commenced exercise, or is pending, no Subordinated Debt Party shall have any right seek to enforce or exercise, any rights and to exercise any or remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the notification of account debtors) with respect to any ABL Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement to which the ABL Lender or any other ABL Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than Collateral Agent or Noteholder Secured Parties) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies with respect to the ABL Collateral (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding); provided, however, that the ABL Lender and the ABL Secured Parties may take Permitted Actions; (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the Collateral Agent or any other Noteholder Secured Party, or any other enforcement or exercise by any Noteholder Secured Party of any rights or remedies relating to the ABL Collateral under the Noteholder Documents, so long as the Liens of ABL Secured Parties attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith in accordance with applicable law; (iii) subject to the ABL Secured Parties’ rights under Section 3.1(b)(i), will not object to the forbearance by the Collateral Agent or the other Noteholder Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to any of the ABL Collateral; Table of Contents (iv) will not except for actions permitted under Section 3.1(b)(i), take or receive any ABL Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (iincluding any right of setoff) that a Subordinated Debt with respect to any ABL Collateral or in connection with any insurance policy award or any condemnation award (or deed in lieu of condemnation) relating to the ABL Collateral; (v) will not object to the manner in which the Collateral Agent or any other Noteholder Secured Party may (A) file seek to enforce or collect the Noteholder Debt or the Liens of such Noteholder Secured Party securing Noteholder Debt, regardless of whether any responsive action or defensive pleadings in opposition failure to any motion, claim, adversary proceeding act by or other pleading made by any Person objecting to or otherwise seeking the disallowance on behalf of the claims Collateral Agent or any other Noteholder Secured Party is, or could be, adverse to the interests of a Subordinated the ABL Secured Parties with respect to the Excess ABL Debt Partyand Liens securing such Excess ABL Debt, in each caseand will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the ABL Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (v) in each case to the extent that the ABL Collateral secures Excess ABL Debt, provided that at all times the Collateral Agent is acting in good faith in accordance with applicable law; and (vi) will not in contravention attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Noteholder Debt or any Lien of the terms of Collateral Agent or the Noteholder Secured Parties securing the Noteholder Debt or this Intercreditor Agreement, and (B) enforce or the validity or enforceability of the priorities, rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereofobligations established by this Intercreditor Agreement.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness ABL Debt has not occurred, whether or not any Insolvency Proceeding has been commenced by or is pendingagainst any Grantor, the Administrative Agent Term Loan Agent, for itself and on behalf of the other Senior Lenders shall have the exclusive right Term Loan Secured Parties: (i) will not enforce or exercise, or seek to enforce all or exercise, any rights and to exercise all or remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the notification of account debtors) with respect to any ABL Priority Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement, in each case relating to ABL Priority Collateral, to which the Term Loan Agent or any other Term Loan Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than ABL Agent with its consent) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action, provided, that, Term Loan Agent or any other Term Loan Secured Party may commence or join with any Person in commencing, or filing, a petition for any Insolvency Proceeding); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by ABL Agent or any other ABL Secured Party, or any other enforcement or exercise by any ABL Secured Party of any rights or remedies relating solely to the ABL Priority Collateral, so long as the Liens of Term Loan Agent attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith; (iii) will not object to the forbearance by ABL Agent or the other ABL Secured Parties from commencing or pursuing any foreclosure action or proceeding or any Insolvency Proceeding), in each case, without any consultation with other enforcement or the consent exercise of any Subordinated rights or remedies with respect to any of the ABL Priority Collateral; (iv) will not, so long as the Discharge of ABL Debt Party, provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly has not occurred and except for actions permitted under Section 4.1(b)(i3.1(a)(i), take or receive any ABL Priority Collateral, or any Proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any ABL Priority Collateral (it being understood and agreed that payments made by any Grantor in respect of the Term Loan Debt with proceeds of loans or advances under the ABL Documents shall not constitute a breach of this Section 3.1(a)(iv)); (iiv) belowagrees that no covenant, agreement or restriction contained in any Term Loan Document shall be deemed to restrict in any way the rights and remedies of ABL Agent or the other ABL Secured Parties with respect to the ABL Priority Collateral as set forth in this Agreement and the ABL Documents; (vi) will not object to the manner in which ABL Agent or any other ABL Secured Party may seek to enforce or collect the ABL Debt or the Liens of such ABL Secured Party on any ABL Priority Collateral, regardless of whether any action or failure to act by or on behalf of ABL Agent or any other ABL Secured Party is, or could be, adverse to the interests of the Term Loan Secured Parties, and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the ABL Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any ABL Debt or any Lien of ABL Agent or this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. b. (b) So long as the Discharge of Senior Indebtedness Term Loan Debt has not occurred, whether or not any Insolvency Proceeding has been commenced by or is pendingagainst any Grantor, no Subordinated Debt Party shall have any right ABL Agent, for itself and on behalf of the other ABL Secured Parties: (i) will not enforce or exercise, or seek to enforce or exercise, any rights and to exercise any or remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the with respect to any deposit accounts used exclusively for identifiable proceeds of Term Priority Collateral) with respect to any Term Loan Priority Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement, in each case relating to Term Loan Priority Collateral, to which the ABL Agent or any other ABL Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than Term Loan Agent with its consent) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action, provided, that, ABL Agent or any other ABL Secured Party may commence or join with any Person in commencing, or filing, a petition for any Insolvency Proceeding); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by Term Loan Agent or any other Term Loan Secured Party, or any other enforcement or exercise by any Term Loan Secured Party of any rights or remedies relating solely to the Term Loan Priority Collateral, so long as the Liens of ABL Agent attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith; (iii) will not object to the forbearance by Term Loan Agent or the other Term Loan Secured Parties from commencing or pursuing any foreclosure action or proceeding or any Insolvency Proceedingother enforcement or exercise of any rights or remedies with respect to any of the Term Loan Priority Collateral; (iv) will not, so long as the Discharge of Term Loan Debt has not occurred and except for actions permitted under Section 3.1(b)(i), except take or receive any Term Loan Priority Collateral, or any Proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Term Loan Priority Collateral (it being understood and agreed that payments made by any Grantor in respect of the ABL Debt with proceeds of loans or advances under the Term Loan Documents shall not constitute a breach of this Section 3.1(b)(iv)); (v) agrees that no covenant, agreement or restriction contained in any ABL Document shall be deemed to restrict in any way the rights and remedies of Term Loan Agent or the other Term Loan Secured Parties with respect to the Term Loan Priority Collateral as set forth in this Agreement and the Term Loan Documents; (vi) will not object to the manner in which Term Loan Agent or any other Term Loan Secured Party may seek to enforce or collect the Term Loan Debt or the Liens of such Term Loan Secured Party on any Term Loan Priority Collateral, regardless of whether any action or failure to act by or on behalf of Term Loan Agent or any other Term Loan Secured Party is, or could be, adverse to the interests of the ABL Secured Parties, and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Term Loan Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Term Loan Debt or any Lien of Term Loan Agent or this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. (c) Until the Discharge of ABL Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, subject to Section 3.1(a)(i) hereof, the ABL Secured Parties shall have the exclusive right to commence, and maintain the exercise of their rights and remedies with respect to the ABL Priority Collateral, including, without limitation, the exclusive right, to the extent provided for in the ABL Documents or under applicable law, to appoint an administrator, receiver or trustee in respect of the ABL Priority Collateral, to take or retake control or possession of such Collateral and to hold, prepare for sale, process, and sell, lease, dispose of, or liquidate such ABL Priority Collateral, without any consultation with or the consent of any Term Loan Secured Party; provided, that, the Lien securing the Term Loan Debt shall continue as to the Proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2 hereof. In exercising enforcement rights and remedies with respect to the ABL Priority Collateral, the ABL Secured Parties may enforce the provisions of the ABL Documents with respect to the ABL Priority Collateral and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise realize on or dispose of any ABL Priority Collateral upon foreclosure, to incur expenses in connection with such sale or other realization or disposition, and to exercise all of the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. Term Loan Secured Parties shall not have any right to direct any ABL Secured Party to exercise any right, remedy or power with respect to the ABL Priority Collateral and each Term Loan Secured Party shall have no right to consent to any exercise of remedies under the ABL Documents or applicable law in respect of any of the ABL Priority Collateral. (d) Until the Discharge of Term Loan Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, subject to Section 3.1(b)(i) hereof, the Term Loan Secured Parties shall have the exclusive right to commence, and maintain the exercise of their rights and remedies with respect to the Term Loan Priority Collateral, including, without limitation, the exclusive right, to the extent provided for in the Term Loan Documents or under applicable law, to appoint an administrator, receiver or trustee in respect of the Term Loan Priority Collateral, to take or retake control or possession of such Collateral and to hold, prepare for sale, process, and sell, lease, dispose of, or liquidate such Term Loan Priority Collateral, without any consultation with or the consent of any ABL Secured Party; provided, that, the Lien securing the ABL Debt shall continue as to the Proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2 hereof. In exercising enforcement rights and remedies with respect to the Term Loan Priority Collateral, the Term Loan Secured Parties may enforce the provisions of the Term Loan Documents with respect to the Term Loan Priority Collateral and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise realize on or dispose of any Term Loan Priority Collateral upon foreclosure, to incur expenses in connection with such sale or other realization or disposition, and to exercise all of the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. ABL Secured Parties shall not have any right to direct any Term Loan Secured Party to exercise any right, remedy or power with respect to the Term Loan Priority Collateral and each ABL Secured Party shall have no right to consent to any exercise of remedies under the Term Loan Documents or applicable law in respect of any of the Term Loan Priority Collateral. (e) Notwithstanding the foregoing, each of the Term Loan Agent and the ABL Agent may: (i) file a claim or statement of interest with respect to the ABL Debt, Excess ABL Debt, Term Loan Debt or Excess Term Loan Debt, as the case may be, in an Insolvency Proceeding that a Subordinated Debt Party may has been commenced by or against any Grantor; (Aii) in the case of the Term Loan Agent, take any action in order to create, perfect, preserve or protect (but not, prior to the Discharge of ABL Debt, enforce) its Lien on any of the ABL Priority Collateral, and in the case of the ABL Agent, take any action in order to create, perfect, preserve or protect (but not, prior to the Discharge of Term Loan Debt, enforce) its Lien on any of the Term Loan Priority Collateral; (iii) 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 a Subordinated Debt Partythe ABL Secured Parties or Term Loan Secured Parties, including any claims secured by the Collateral, if any, or otherwise make any agreements or file any motions or objections pertaining to the claims of such Secured Parties, in each case in accordance with the terms of this Agreement; (iv) file any pleadings, objections, motions or agreements which assert rights or interests that are available to unsecured creditors of the Grantors, including, without limitation, the commencement of an Insolvency Proceeding against any Grantor, in each case, to in accordance with applicable law and in a manner not inconsistent with the extent terms of this Agreement (including, but not limited to, any of the provisions of Section 6 hereof); and (v) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in contravention of each case, not inconsistent with the terms of this Agreement, and (B) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereof.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative First Lien Collateral Agent and the other Senior Lenders First Lien Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any Subordinated Debt other Second Lien Secured Party; provided that, providednotwithstanding the foregoing, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency Proceeding has been commenced or is pendingLiquidation Proceeding, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right the Second Lien Collateral Agent may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral)Second Lien Obligations; (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)be, except (i) that a Subordinated Debt Party may (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 a Subordinated Debt Partythe Second Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not in contravention of inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03; and (v) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Collateral Agent and the other Second Lien Secured Parties with respect to the Collateral shall be to receive a share of the proceeds of the Collateral, if any, after the Discharge of First Lien Obligations has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the other First Lien Secured Parties 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 their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Collateral Agent agrees to provide at least five days’ prior written notice to the Second Lien Collateral Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents. (d) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Indebtedness then outstanding under the First Lien Credit Agreement, the Second Lien Secured Parties may, at their sole expense and effort, upon notice to the Borrower and the First Lien Collateral Agent, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse, all (but not less than all) of the First Lien Obligations; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (By) enforce rights and exercise remedies (other than initiatingthe Second Lien Secured Parties shall have paid to the First Lien Collateral Agent, or supporting any other Person (other than Administrative Agent) for the account of the First Lien Secured Parties, in initiatingimmediately available funds, an Insolvency Proceedingamount equal to 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid Fees (as defined in the First Lien Credit Agreement) against a plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the aggregate face amount of the letters of credit outstanding under the First Lien Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted Agreement, an amount in cash equal to receive and retain Permitted Payments under Section 7.1 below105% thereof, and (ii) as otherwise provided Hedging Agreements that constitute First Lien Obligations, 100% of the aggregate amount of such First Lien Obligations (giving effect to any netting arrangements) that the applicable Loan Party would be required to pay if such Hedging Agreements were terminated at such time). In order to effectuate the foregoing, the First Lien Collateral Agent shall calculate, upon the written request of the Second Lien Collateral Agent from time to time, the amount in Section 5.4 hereofcash that would be necessary so to purchase the First Lien Obligations.

Exercise of Rights and Remedies. a. So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative First Lien Collateral Agent and the other Senior Lenders First Lien Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any Subordinated Debt other Second Lien Secured Party; provided that, providednotwithstanding the foregoing, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency Proceeding has been commenced or is pendingLiquidation Proceeding, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right the Second Lien Collateral Agent may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral)Second Lien Obligations; (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)be, except (i) that a Subordinated Debt Party may (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 a Subordinated Debt Partythe Second Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not in contravention of inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03; and (Bv) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Collateral Agent and the other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted Second Lien Secured Parties with respect to the Collateral shall be to receive a share of the proceeds of the Collateral, if any, after the Discharge of First Lien Obligations has occurred and retain Permitted Payments under Section 7.1 below, in accordance with the Second Lien Loan Documents and (ii) as otherwise provided in Section 5.4 hereofapplicable law.

Exercise of Rights and Remedies. a. So (a) The Term Loan Agent, for itself and on behalf of the other Term Loan Secured Parties: (i) will not, so long as the Discharge of Senior Indebtedness Revolving Loan Debt has not occurred, whether enforce or not any Insolvency Proceeding has been commenced exercise, or is pending, the Administrative Agent and the other Senior Lenders shall have the exclusive right seek to enforce all or exercise, any rights and to exercise all or remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the notification of account debtors) with respect to any Revolving Loan Priority Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement to which the Term Loan Agent or any other Term Loan Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than Revolving Loan Agent with its consent) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and ; (ii) below.will not contest, protest or object to any foreclosure action or proceeding brought by the Revolving Loan Agent or any other Revolving Loan Secured Party, or any other enforcement or exercise by any Revolving Loan Secured Party of any rights or remedies relating to the Revolving Loan Priority Collateral under the Revolving Loan Documents or otherwise, so long as the Liens of Term Loan Agent attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith; b. So (iii) will not object to the forbearance by the Revolving Loan Agent or the other Revolving Loan Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to any of the Revolving Loan Priority Collateral; (iv) will not, so long as the Discharge of Senior Indebtedness Revolving Loan Debt has not occurred, whether take or not receive any Insolvency Proceeding has been commenced Revolving Loan Priority Collateral, or is pendingany proceeds thereof or payment with respect thereto, no Subordinated Debt Party shall have in connection with the exercise of any right to enforce any rights and to exercise any remedies or remedy (including any right of setoff or recoupment), whether at law setoff) with respect to any Revolving Loan Priority Collateral or in equityconnection with any insurance policy award in respect of any Revolving Loan Priority Collateral; (v) agrees that no covenant, against Credit agreement or restriction contained in any Term Loan Document shall be deemed to restrict in any way the rights and remedies of the Revolving Loan Agent or the other Revolving Loan Secured Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral)Revolving Loan Priority Collateral as set forth in this Agreement and the Revolving Loan Documents; provided, however, that, nothing in this Agreement shall be construed as a waiver of any existing or future default under the Term Loan Documents; (vi) will not object to the manner in which the Revolving Loan Agent or any other Revolving Loan Secured Party may seek to enforce or collect the Revolving Loan Debt or the Liens of such Revolving Loan Secured Party, regardless of whether any action or failure to act by or on behalf of the Revolving Loan Agent or any other Revolving Loan Secured Party is, or could be, adverse to commence the interests of the Term Loan Secured Parties, to the extent that such actions do not violate the terms of this Agreement and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Revolving Loan Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Revolving Loan Debt or any Lien of Revolving Loan Agent or this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. (b) The Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties: (i) will not, so long as the Discharge of Term Loan Debt has not occurred, enforce or exercise, or seek to enforce or exercise, any rights or remedies with respect to any Term Loan Priority Collateral or commence or join with any Person (other than Term Loan Agent with its consent) in commencing, or filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the Term Loan Agent or any other Term Loan Secured Party, or any other enforcement or exercise by any Term Loan Secured Party of any rights or remedies relating to the Term Loan Priority Collateral under the Term Loan Documents or otherwise, so long as the Liens of Revolving Loan Agent attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1 hereof and such actions or proceedings are being pursued in good faith; (iii) will not object to the forbearance by the Term Loan Agent or the other Term Loan Secured Parties from commencing or pursuing any foreclosure action or proceeding or any Insolvency Proceedingother enforcement or exercise of any rights or remedies with respect to any of the Term Loan Priority Collateral; (iv) will not, so long as the Discharge of the Term Loan Debt has not occurred, take or receive any Term Loan Priority Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Term Loan Priority Collateral or in connection with any insurance policy award or any condemnation award (or deed in lieu of condemnation); (v) agrees that no covenant, except agreement or restriction contained in any Revolving Loan Document shall be deemed to restrict in any way the rights and remedies of the Term Loan Agent or the other Term Loan Secured Parties with respect to the Term Loan Priority Collateral as set forth in this Agreement and the Term Loan Documents; provided, however, that nothing in this Agreement shall be construed as a waiver of any existing or future Default under the Revolving Loan Documents; (vi) will not object to the manner in which the Term Loan Agent or any other Term Loan Secured Party may seek to enforce or collect the Term Loan Debt or the Liens of such Term Loan Secured Party, regardless of whether any action or failure to act by or on behalf of the Term Loan Agent or any other Term Loan Secured Party is, or could be, adverse to the interests of the Revolving Loan Secured Parties, to the extent that such actions do not violate the terms of this Agreement and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Term Loan Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Term Loan Debt or any Lien of Term Loan Agent or this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, the Term Loan Agent and any other Term Loan Secured Party may: (i) join (but not control) any foreclosure or judicial lien enforcement proceeding with respect to the Revolving Loan Priority Collateral initiated by Revolving Loan Agent, so long as such action would not and would not reasonably be expected to delay or interfere in any respect with the exercise by Revolving Loan Agent of its rights with respect to the Revolving Loan Priority Collateral; (ii) file a claim or statement of interest with respect to the Term Loan Debt; provided that a Subordinated an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor; (iii) take any action (not adverse to the priority status of the Liens on the Revolving Loan Priority Collateral securing the Revolving Loan Debt or the rights of any Revolving Loan Secured Party may to exercise remedies in respect thereof) in order to create or perfect the Liens held by the Term Loan Agent on the Revolving Loan Priority Collateral; (Aiv) 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 a Subordinated Debt Partythe Term Loan Secured Parties, including any claims secured by the Revolving Loan Priority Collateral, if any, in each case, to the extent that such actions do not violate the terms of this Agreement; (v) file any proof of claim, make other filings in any Insolvency or Liquidation Proceeding of any Grantor, but in each case not in contravention a manner which is inconsistent with the terms of this Agreement; (vi) vote on any plan of reorganization; provided, that, notwithstanding any inconsistency between the terms of any such plan and the terms of this Agreement, the terms of this Agreement shall govern and control; and (Bvii) enforce rights present bids (including, without limitation, credit bids) for and exercise remedies purchase Revolving Loan Priority Collateral at any private, public or judicial foreclosure upon or other disposition of Revolving Loan Priority Collateral initiated by any Person (other than initiatingincluding, or supporting without limitation, any disposition thereof pursuant to Section 363 of the Bankruptcy Code). (d) Notwithstanding anything to the contrary contained in this Agreement, the Revolving Loan Agent and any other Person Revolving Loan Secured Party may: (other than Administrative Agenti) in initiating, an Insolvency Proceeding) against a Credit Party join (but not against control) any foreclosure or judicial lien enforcement proceeding with respect to the Term Loan Priority Collateral initiated by Term Loan Agent, so long as such action would not and would not reasonably be expected to delay or interfere in any respect with the exercise by Term Loan Agent of its rights with respect to the Term Loan Priority Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and ; (ii) as file a claim or statement of interest with respect to the Revolving Loan Debt; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor; (iii) take any action (not adverse to the priority status of the Liens on the Term Loan Priority Collateral securing the Term Loan Debt or the rights of any Term Loan Secured Party to exercise remedies in respect thereof) in order to create or perfect the Liens held by the Revolving Loan Agent on the Term Loan Priority Collateral; (iv) 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 provided seeking the disallowance of the claims of the Revolving Loan Secured Parties, including any claims secured by the Term Loan Priority Collateral, if any, in each case, to the extent that such actions do not violate the terms of this Agreement; (v) file any proof of claim, make other filings in any Insolvency or Liquidation Proceeding of any Grantor, but in each case not in a manner which is inconsistent with the terms of this Agreement; (vi) vote on any plan of reorganization; provided, that, notwithstanding any inconsistency between the terms of any such plan and the terms of this Agreement, the terms of this Agreement shall govern and control; (vii) present bids (including, without limitation, credit bids) for and purchase Term Loan Priority Collateral at any private, public or judicial foreclosure upon or other disposition of Term Loan Priority Collateral initiated by any Person (including, without limitation, any disposition thereof pursuant to Section 5.4 hereof363 of the Bankruptcy Code).

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness Revolving Loan Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced by or is pendingagainst any Grantor, each of the Administrative Agent First Lien Term Loan Agent, for itself and on behalf of the other First Lien Term Loan Secured Parties, and the other Senior Lenders shall have Incremental Term Loan Agent, for itself and on behalf of the exclusive right Incremental Term Loan Secured Parties agrees that the First Lien Term Loan Secured Parties and the Incremental Term Loan Secured Parties: (i) from the Effective Date until the occurrence of a First Lien Term Loan Enforcement Date (in the case of the First Lien Term Loan Secured Parties) or an Incremental Term Loan Enforcement Date (in the case of the Incremental Term Loan Secured Parties), subject to Section 3.1(c)(i), will not enforce or exercise, or seek to enforce all or exercise, any rights and to exercise all or remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the notification of account debtors) with respect to any Revolving Loan Priority Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement to which either the First Lien Term Loan Agent or any other First Lien Term Loan Secured Party is a party or the Incremental Term Loan Agent or any other Incremental Term Loan Secured Party is a party, which relates solely to Revolving Loan Priority Collateral or any identifiable proceeds thereof) or commence or join with any Person (other than the Revolving Loan Agent with its consent) in commencing, or filing a petition for, any enforcement, collection, execution, levy or any foreclosure action or proceeding (other than, in the case of any First Lien Term Loan Secured Party, any Insolvency Proceeding of the types described in clauses (a) or (b) of the definition thereof) with respect to any Lien on the Collateral)Revolving Loan Priority Collateral held by such Term Loan Agent or Term Loan Secured Party under the Term Loan Documents or otherwise; (ii) will not contest, protest or object to commence or seek to commence any foreclosure action or proceeding with respect to such brought by the Revolving Loan Agent or any other Revolving Loan Secured Party, or any other enforcement or exercise by any Revolving Loan Secured Party of any rights or remedies relating solely to the Revolving Loan Priority Collateral, so long as the Liens of the First Lien Term Loan Agent and the Incremental Term Loan Agent attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.1 and Section 4 and such actions or proceedings are being pursued in good faith; (including iii) will not object to the forbearance by the Revolving Loan Agent or the other Revolving Loan Secured Parties from commencing or pursuing any foreclosure action or proceeding or any Insolvency Proceeding), in each case, without any consultation with other enforcement or the consent exercise of any Subordinated Debt Party, provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to any of the Revolving Loan Priority Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies ; (including any foreclosure action or proceeding or any Insolvency Proceeding), iv) except (i) that a Subordinated Debt Party may (A) file any responsive or defensive pleadings in opposition with respect to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Party, in each case, to the extent not in contravention of the terms of this Agreement, and (B) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Adequate Protection Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereof.or

Exercise of Rights and Remedies. a. So long as (a) Only the Discharge of Senior Indebtedness has not occurred, whether Controlling Collateral Agent shall act or not refrain from acting with respect to any Insolvency Proceeding has been commenced or is pending, the Administrative Shared Collateral (including with respect to any intercreditor agreement with respect to any junior Liens on Shared Collateral). No Non-Controlling Collateral Agent and the other Senior Lenders no Non-Controlling Secured Party shall, or shall instruct any Non-Controlling Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have the exclusive right a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power as a secured creditor with respect to, or otherwise take any action to enforce all rights and its security interest in or realize upon, or take any other action available to exercise all remedies it in respect of, any Shared Collateral (including with respect to any right of setoff or recoupmentintercreditor agreement with respect to junior Liens on any Shared Collateral), whether at under any Secured Credit Document, applicable law or otherwise, it being agreed that only the Controlling Collateral Agent, acting in equityaccordance with the applicable Secured Credit Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral at any time. Without limitation of the foregoing, (A) in any Insolvency or Liquidation Proceeding commenced by or against the Credit Borrower, the Issuer or any other Grantor, each Collateral Agent or any of its Related Secured Parties and the Collateral (including making determinations regarding the release, Disposition may file a proof of claim or restrictions statement of interest with respect to the Collateral)applicable obligations thereto, (B) in any Insolvency or to commence Liquidation Proceeding commenced by or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding against the Borrower, the Issuer or any Insolvency Proceeding)other Grantor, in each case, without any consultation with Collateral Agent or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party its Related Secured Parties may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made filed by any Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of a Subordinated Debt such Collateral Agent or Related Secured Party, (C) each Collateral Agent or its Related Secured Parties may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Borrower, the Issuer or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, and (D) each Collateral Agent and its Related Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Borrower, the Issuer or any other Grantor, in each case, case (A) through (D) above to the extent such action is not inconsistent with, or could not result in contravention of a resolution inconsistent with, the terms of this Agreement. (b) Notwithstanding the equal priority of the Liens securing each Class of First Lien Obligations, and (B) enforce the Controlling Collateral Agent may deal with the Shared Collateral as if such Controlling Collateral Agent had a senior Lien on such Shared Collateral. No Non-Controlling Collateral Agent or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent or any Controlling Secured Party or any other exercise by the Controlling Collateral Agent or any Controlling Secured Party of any rights and exercise remedies relating to the Shared Collateral. The foregoing shall not be construed to limit the rights and priorities of any Secured Party or any Collateral Agent with respect to any Collateral not constituting Shared Collateral or impair any rights available to them as unsecured creditors. (c) The Controlling Collateral Agent shall have the exclusive right on behalf of all Secured Parties in any Insolvency or Liquidation Proceeding to credit bid for the Shared Collateral using all or a pro rata portion of the First Lien Obligations as consideration so long as the equity and/or assets distributed to the Secured Parties as a result of any such successful credit bid are distributed on pro rata basis. In any Insolvency or Liquidation Proceeding or other than initiatingtransaction involving the sale or other disposition of Shared Collateral, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) except as otherwise provided in Section 5.4 hereofthe immediately preceding sentence, no Secured Party may credit bid for Shared Collateral.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative First Lien Collateral Agent and the other Senior Lenders First Lien Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against setoff) with respect to the Credit Parties and the First Lien Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the First Lien Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any Subordinated Debt other Second Lien Secured Party; provided that, providednotwithstanding the foregoing, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency Proceeding has been commenced or is pendingLiquidation Proceeding, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right the Second Lien Collateral Agent may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral)Indenture Obligations, (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second-Priority Liens (provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)be, except (i) that a Subordinated Debt Party may (A) adverse to the First-Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second-Priority Liens provided in Section 3.04), (iii) the Second Lien Collateral Agent may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Partythe Second Lien Secured Parties, including any claims secured by the Second Lien Collateral or otherwise make any agreements or file any motions pertaining to the Indenture Obligations, in each case, to the extent not in contravention of inconsistent with the terms of this Agreement, (iv) the Second Lien Collateral Agent may exercise rights and remedies as an unsecured creditor, as provided in Section 3.03, and (Bv) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Second Lien Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Collateral Agent and the other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted Second Lien Secured Parties with respect to the Collateral shall be to receive a share of the proceeds of the Second Lien Collateral, if any, after the Discharge of First Lien Obligations has occurred and retain Permitted Payments under Section 7.1 below, in accordance with the Second Lien Loan Documents and (ii) as otherwise provided in Section 5.4 hereofapplicable law.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Super Senior Indebtedness Secured Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative Agent Super Senior Representative and the other Super Senior Lenders Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence and maintain or seek to maintain any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)Enforcement Action, in each case, without any consultation with or the consent of the First Lien Representative or any Subordinated Debt Partyother First Lien Secured Party;provided that, providednotwithstanding the foregoing, however(i) in any Insolvency or Liquidation Proceeding, a Subordinated Debt any First Lien Secured Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge file a proof of Senior Indebtedness has not occurred, whether claim or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right statement of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions interest with respect to the CollateralFirst Lien Secured Obligations and vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition or extension), in each case, to the extent not in contravention of the terms of this Agreement;provided that no First Lien Secured Party shall be a petitioning creditor or to commence otherwise make any filing or seek take any action (or join any other Person in making any filing or taking any action) to commence any Insolvency or Liquidation Proceeding; (ii) the First Lien Representative may take any action to preserve or proceeding with respect protect the validity, enforceability and perfection of the First Priority Liens (but not to enforce such rights or remedies (including any foreclosure action or proceeding or any Insolvency ProceedingLiens), except (i) provided that a Subordinated Debt Party may no such action is, or could reasonably be expected to be, (A) adverse to the Super Priority Liens or the rights of the Super Senior Representative or any other Super Senior Secured Party to exercise remedies in respect thereof or (B) otherwise in contravention of the terms of this Agreement, including the automatic release of the First Priority Liens provided in Section 3.04; (iii) the First Lien Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance disallowance, subordination or recharacterization of the claims of a Subordinated Debt Partyany of the First Lien Secured Parties, including any claims secured by the Collateral, or the avoidance or subordination of any First Priority Lien (other than pursuant to the terms of this Agreement) or otherwise make any agreements or file any motions pertaining to the First Lien Secured Obligations or the First Priority Liens, in each case, to the extent not in contravention of the terms of this Agreement, and ; (Biv) enforce the First Lien Secured Parties may exercise rights and exercise remedies available to unsecured creditors to the extent (other than initiating, or supporting any other Person and only to the extent) provided in Section 3.03; (other than Administrative Agentv) in initiating, an Insolvency Proceeding) against a Credit Party the First Lien Secured Parties may join (but not against Collateralexercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the Super Senior Representative, to the extent that such action does not, and could not reasonably be expected to, materially interfere with any Enforcement Action by the Super Senior Secured Parties and otherwise is not in contravention of the terms of this Agreement, it being further agreed that no First Lien Secured Party may receive any Proceeds thereof unless expressly permitted herein; (vi) the First Lien Secured Parties may bid for or purchase any Collateral at any time public, private or judicial foreclosure upon such Collateral initiated by the Super Senior Representative, or any sale of any Collateral during which an Insolvency or Liquidation Proceeding;provided that such Subordinated Debt Party bid may not include a “credit bid” in respect of any First Lien Secured Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of Super Senior Secured Obligations; (vii) subject to Section 3.02(a), the First Lien Representative and the other First Lien Secured Parties may commence or seek to commence, and maintain or seek to maintain, any Enforcement Action after the termination of the Standstill Period; (viii) the First Lien Representative may inspect or appraise the Collateral so long as such actions do not interfere with, hinder or delay, in any manner, any enforcement or exercise of any rights or remedies of the Super Senior Secured Parties under the Super Senior Loan Documents or this Agreement and otherwise are not in contravention of the terms of this Agreement;(ix) the First Lien Secured Parties may seek or commence an action to obtain specific performance or injunctive relief to compel a Grantor to comply with the delivery of financial information, the further assurances regarding perfection of Liens and the maintenance of insurance covenants under the First Lien Loan Documents, to the extent such action is not an Enforcement Action, does not seek to enjoin a Disposition of Collateral consented to or approved by the Super Senior Representative and otherwise is not in contravention of the terms of this Agreement; (x) the First Lien Secured Parties may accelerate the Indebtedness under the First Lien Loan Documents in accordance with the terms thereof; and (xi) the First Lien Secured Parties may take any action or exercise any right to the extent (and only to the extent) provided in Article VI (the permitted actions described in clauses (i) through (xi) are collectively referred to herein as the “First Lien Permitted Actions”). Except for the First Lien Permitted Actions and as set forth in Section 3.06, unless and until the Discharge of Super Senior Secured Obligations has occurred, the sole right of the First Lien Representative and the other First Lien Secured Parties with respect to the Collateral shall be to receive the Proceeds of the Collateral, if any, remaining after the Discharge of Super Senior Secured Obligations has occurred and retain Permitted Payments in accordance with the First Lien Loan Documents and applicable law. (a) In exercising rights and remedies with respect to the Collateral, the Super Senior Representative and the other Super Senior Secured Parties may enforce the provisions of the Super Senior Loan Documents, exercise remedies thereunder and under Section 7.1 belowapplicable law and take other Enforcement Actions, all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law or any other applicable law. (b) The First Lien Representative, for itself and on behalf of the other First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any First Lien Security Document or any other First Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the Super Senior Representative or the other Super Senior Secured Parties with respect to the Collateral as set forth in this Agreement and the other Super Senior Loan Documents. (c) [Reserved]. (d) The Super Senior Representative shall provide to the First Lien Representative, and (ii) as otherwise provided in Section 5.4 hereofthe First Lien Representative shall provide to the Super Senior Representative, reasonable prior notice of its initial material Enforcement Action.

Exercise of Rights and Remedies. a. So long as (a) Only the Discharge of Senior Indebtedness has not occurred, whether Applicable Authorized Representative may act or not refrain from acting with respect to any Insolvency Proceeding has been commenced or is pending, the Administrative Agent and the other Senior Lenders shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the Shared Collateral (including making determinations regarding with respect to any intercreditor agreement with respect to any Shared Collateral). Notwithstanding the releaseequal priority of the Liens securing each Class of First Lien Obligations, Disposition the Applicable Authorized Representative may deal with the Shared Collateral as if it had a senior lien on the Shared Collateral and no other Secured Lender, whether in its capacity as secured or restrictions unsecured creditor, shall, or shall instruct the Applicable Authorized Representative to, take any Enforcement Action or demand or receive any payment from or on behalf of any Grantor; provided that prior to the expiration of the Standstill Period, (A) in any Insolvency or Liquidation Proceeding commenced by or against the any Borrower or any other Grantor, each Secured Lender may file a proof of claim or statement of interest with respect to the Collateral)applicable obligations thereto, (B) in any Insolvency or to commence Liquidation Proceeding commenced by or seek to commence against any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding Borrower or any Insolvency Proceeding)other Grantor, in each case, without any consultation with or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party Secured Lender may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) file any necessary or appropriate responsive or defensive pleadings in opposition to any 1810980.01-NYCSR03A - MSW motion, claim, adversary proceeding or other pleading made filed by any Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of such Secured Lender, (C) each Secured Lender may vote on any Plan of Reorganization in any Insolvency or Liquidation Proceeding of any Borrower or any other Grantor subject to the terms and conditions of Section 5.05, (D) in any Insolvency or Liquidation Proceeding commenced by or against the any Borrower or any other Grantor, each Secured Lender may take action to create, perfect, preserve, or protect (but not enforce, if not the Applicable Authorized Representative) its Lien on the Collateral, and (E) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by the Authorized Applicable Representative, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a Subordinated Debt Party, “credit bid” in respect of any Great American Agreement Obligations unless the net cash Proceeds of such bid are otherwise sufficient to pay the amounts referred to in clauses FIRST through FIFTH of Section 2.01(b); provided that in each case, case (A) through (E) above to the extent such action is not inconsistent with, prohibited by, or could not result in contravention of a resolution inconsistent with the terms of this Agreement. (b) Notwithstanding the preceding Section 3.01(a), Great American may commence and may continue an Enforcement Action with respect to an Event of Default under the Great American Agreement only if: (1) the Standstill Period with respect thereto shall have elapsed and (B2) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but acceleration of the Great American Agreement Obligations has not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereofbeen rescinded.

Exercise of Rights and Remedies. a. (a) (i) So long as the Discharge of Senior Indebtedness First Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced or is pendingcommenced, the Administrative First Priority Agent and the other Senior Lenders First Priority Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceedingor Liquidation Proceeding or Liquidation Sale), in each case, without any consultation with or the consent of the Second Priority Agent or any Subordinated Debt other Second Priority Secured Party or the Third Priority Agent or any other Third Priority Secured Party; provided that, providednotwithstanding the foregoing, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i(x) and (iii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency Proceeding has been commenced or is pendingLiquidation Proceeding, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right the Second Priority Agent may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral)Second Priority Claims; (ii) the Second Priority Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)be, except (i) that a Subordinated Debt Party may (A) adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Priority Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Partythe Second Priority Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in contravention Section 3.03(a); and (v) subject to Section 3.02(a), the Second Priority Agent and the other Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Second Lien Standstill Period (the actions described in clause (x) of this proviso being referred to herein as the “Second Priority Permitted Actions”), and (y) (i) in any Insolvency or Liquidation Proceeding, the Third Priority Agent may file a proof of claim or statement of interest with respect to the Third Priority Claims; (ii) the Third Priority Agent may take any action to preserve or protect the validity and enforceability of the Third Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Third Priority Liens provided in Section 3.04; (iii) the Third Priority Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Third Priority Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Third Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Third Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(a); and (Bv) subject to Section 3.02(a), the Third Priority Agent and the other Third Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Third Lien Standstill Period (the actions described in clause (y) of this proviso being referred to herein as the “Third Priority Permitted Actions”). Except for the Second Priority Permitted Actions and the Third Priority Permitted Actions, unless and until the Discharge of First Priority Claims has occurred, the sole right of the Second Priority Agent and the other than initiating, or supporting any Second Priority Secured Parties and the Third Priority Agent and the other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted Third Priority Secured Parties with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Priority Claims has occurred and retain Permitted Payments under Section 7.1 belowin accordance with the Second Priority Debt Documents or the Third Priority Debt Documents, as applicable, and (ii) as otherwise provided in Section 5.4 hereofapplicable law.

Exercise of Rights and Remedies. a. So long as Only the Discharge of Senior Indebtedness has not occurred, whether Controlling Collateral Agent shall act or not refrain from acting with respect to any Insolvency Proceeding has been commenced or is pending, the Administrative Shared Collateral (including with respect to any intercreditor agreement with respect to any junior Liens on Shared Collateral). No Non-Controlling Collateral Agent and the other Senior Lenders no Non-Controlling Secured Party shall commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have the exclusive right a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power as a secured creditor with respect to, or otherwise take any action to enforce all rights and its security interest in or realize upon, or take any other action available to exercise all remedies it in respect of, any Shared Collateral (including with respect to any right of setoff or recoupmentintercreditor agreement with respect to junior Liens on any Shared Collateral), whether at under any Secured Credit Document, applicable law or otherwise, it being agreed that only the Controlling Collateral Agent, acting in equityaccordance with the applicable Secured Credit Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral at any time. Without limitation of the foregoing, (A) in any Insolvency or Liquidation Proceeding commenced by or against the Credit any Borrower or any other Grantor, each Collateral Agent or any of its Related Secured Parties and the Collateral (including making determinations regarding the release, Disposition may file a proof of claim or restrictions statement of interest with respect to the Collateral)applicable obligations thereto, (B) in any Insolvency or to commence Liquidation Proceeding commenced by or seek to commence against any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding Borrower or any Insolvency Proceeding)other Grantor, in each case, without any consultation with Collateral Agent or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party its Related Secured Parties may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made filed by any Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of a Subordinated Debt such Collateral Agent or Related Secured Party, (C) except as otherwise set forth in this Agreement, each Collateral Agent or its Related Secured Parties may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of any Borrower or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, and (D) each Collateral Agent and its Related Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of any Borrower or any other Grantor, in each case, case (A) through (D) above to the extent such action is not inconsistent with, or could not result in contravention of a resolution inconsistent with, the terms of this Agreement, and (B) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereof.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative First Priority Agent and the other Senior Lenders First Priority Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against setoff) with respect to the Credit Parties and the Shared Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Shared Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Priority Agent or any Subordinated Debt Partyother Second Priority Secured Party except as required pursuant to applicable law; provided that, providednotwithstanding the foregoing, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency Proceeding has been commenced or is pendingLiquidation Proceeding, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right the Second Priority Secured Parties may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral)Second Priority Claims; (ii) the Second Priority Secured Parties may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may be (A) materially adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies as secured creditors in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Priority Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Partythe Second Priority Secured Parties, including any claims secured by the Shared Collateral or otherwise make any agreements or file any motions pertaining to the Second Priority Claims, in each case, to the extent not in contravention of inconsistent with the terms of this Agreement, and ; (Biv) enforce the Second Priority Secured Parties may exercise rights and exercise remedies (other than initiatingas unsecured creditors, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereof.3.03(a); and (v) subject to Section 3.02(a), the Second Priority Agent and the other Second Priority Secured

Exercise of Rights and Remedies. a. So (a) Subject to Section 3.02(a), so long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced or is pendingcommenced, the First Lien Administrative Agent and the other Senior Lenders First Lien Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and setoff) with respect to the Collateral (including making determinations regarding the releaseDisposition (and, Disposition or restrictions to the extent provided in Section 3.04, any Release in connection therewith) with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any Subordinated Debt other Second Lien Secured Party; provided that the interests of the Second Lien Secured Parties shall attach to the proceeds thereof, providedsubject to the relative priorities described in Section 2.01; provided further, howeverthat, a Subordinated Debt notwithstanding the foregoing, (i) in any Insolvency Proceeding, the Second Lien Collateral Agent and any Second Lien Secured Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge file a proof of Senior Indebtedness has not occurred, whether claim or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right statement of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions interest with respect to the Collateral), or to commence or seek to commence Second Lien Obligations; (ii) the Second Lien Collateral Agent may take any action to create, perfect, preserve or proceeding with respect to protect the validity and enforceability of the Second Priority Liens provided that no such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)is, except (i) that a Subordinated Debt Party may (A) adverse to the existence, perfection or priority status of the First Priority Liens or the rights of the First Lien Administrative Agent or any other First Lien Secured Party to exercise remedies in respect thereof, or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; and provided, further, that, without limiting Section 5.01 hereof, no Administrative Agent shall have any obligation under this Agreement to create, perfect, preserve or protect the validity and enforceability of the First Priority Liens or Second Priority Liens. (iii) the Second Lien Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Partythe Second Lien Secured Parties, in each case, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations to the extent not in contravention of inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03 other than, for the avoidance of doubt, any Enforcement Action; (v) the Second Lien Secured Parties may (A) present a cash bid for Collateral or purchase Collateral for cash at any Section 363 hearing or at any public or judicial foreclosure sale and (B) credit bid for Collateral pursuant to Section 363(k) of the Bankruptcy Code (provided that such credit bid may only be made if the Discharge of First Lien Obligations has occurred or will occur concurrently as a result of a cash bid for such Collateral in addition to such credit bid); (vi) the Second Lien Secured Parties shall be entitled to vote on any plan of reorganization, to the extent consistent with the provisions hereof and as otherwise permitted under the Bankruptcy Code; (vii) subject to Section 3.02(a) and Section 3.02(b), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period; and (viii) the Second Lien Secured Parties may object to any proposed acceptance of Collateral by the First Lien Administrative Agent or a First Lien Secured Party pursuant to Section 9-620 of the Uniform Commercial Code; and (ix) the Second Lien Secured Parties may enforce the terms of any subordination agreement (other than this Agreement to the extent this Agreement is a “subordination agreement” pursuant to Section 6.08) with respect to any Indebtedness subordinated to its Second Priority Principal Obligations. (the actions described in clauses (i) through (ix) above being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Collateral Agent and the other Second Lien Secured Parties with respect to the Collateral shall be to (A) hold a Lien on the Collateral or such other collateral in respect of the applicable Second Lien Principal Obligations pursuant to the Second Lien Loan Documents, as applicable, and (B) receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations has occurred. (b) Subject to Section 3.02(a), so long as the Discharge of First Lien Obligations has not occurred, the Second Lien Collateral Agent (on behalf of itself and the other Second Lien Secured Parties) hereby agrees that, in exercising rights and remedies with respect to the Collateral, the First Lien Administrative Agent and the other First Lien Secured Parties may enforce rights the provisions of the First Lien Loan Documents and exercise remedies (other than initiatingthereunder, all in such order and in such manner as they may determine in their sole and absolute discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or supporting any other Person (other than Administrative Agent) in initiating, Bankruptcy Law. Unless an Insolvency ProceedingProceeding has commenced and is continuing, the First Lien Administrative Agent agrees to provide at least five days’ prior written notice to the Second Lien Collateral Agent of its intention to foreclose upon or Dispose of any Collateral. (c) against a Credit Party (but not against Collateral) at The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any time during which such Subordinated Debt Party is permitted Second Lien Security Document or any other Second Lien Loan Document before the Discharge of First Lien Obligations, shall be deemed to receive restrict in any way the rights and retain Permitted Payments under Section 7.1 below, remedies of the First Lien Administrative Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and (ii) as otherwise provided in Section 5.4 hereofthe other First Lien Loan Documents.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative First Lien Collateral Agent and the other Senior Lenders First Lien Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against setoff) with respect to the Credit Parties and the First Lien Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the First Lien Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any Subordinated Debt other Second Lien Secured Party; provided that, providednotwithstanding the foregoing, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency Proceeding has been commenced or is pendingLiquidation Proceeding, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right the Second Lien Collateral Agent may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral)Indenture Obligations, (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second-Priority Liens (provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)be, except (i) that a Subordinated Debt Party may (A) adverse to the First-Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second-Priority Liens provided in Section 3.04), (iii) the Second Lien Collateral Agent may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Partythe Second Lien Secured Parties, including any claims secured by the Second Lien Collateral or otherwise make any agreements or file any motions pertaining to the Indenture Obligations, in each case, to the extent not in contravention of inconsistent with the terms of this Agreement, (iv) the Second Lien Collateral Agent may exercise rights and remedies as an unsecured creditor, as provided in Section 3.03, and (Bv) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Second Lien Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Collateral Agent and the other than initiatingSecond Lien Secured Parties with respect to the Collateral shall be to receive a share of the proceeds of the Second Lien Collateral, if any, after the Discharge of First Lien Obligations has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the other First Lien Secured Parties 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 their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of First Lien Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or supporting any other Bankruptcy Law. The First Lien Collateral Agent agrees to provide at least ten Business Days’ prior written notice to the Second Lien Collateral Agent of its intention to foreclose upon or Dispose of any First Lien Collateral. (c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Collateral Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the First Lien Collateral as and to the extent set forth in this Agreement and the other First Lien Loan Documents, including the right of the First Lien Collateral Agent to permit any Grantor to Dispose of First Lien Collateral to a Person not affiliated with any Grantor. (other than Administrative d) Notwithstanding anything in this Agreement to the contrary, following the occurrence of an acceleration of any First Lien Obligations, the Second Lien Secured Parties may, at their sole expense and effort, upon irrevocable notice to the Company and the First Lien Collateral Agent) in initiating, an Insolvency Proceeding) against a Credit Party require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse, all (but not against Collateralless than all) at of the First Lien Obligations; provided that (i) such assignment shall not conflict with any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 belowlaw, rule or regulation or order of any court or other governmental authority having jurisdiction, and (ii) the Second Lien Secured Parties shall have paid to the First Lien Collateral Agent, for the account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal amount of the First Lien Obligations that constitute loans or advances plus all accrued and unpaid interest thereon plus all accrued and unpaid fees (other than any fees that become due as otherwise provided a result of the prepayment of the loans and other advances under, or early termination of, the Credit Agreement (such fees are referred to hereinafter as “Termination Fees”)) plus all the other First Lien Obligations then outstanding (which shall include, with respect to (A) the aggregate face amount of the letters of credit outstanding under the Credit Agreement, an amount in cash equal to 103% thereof, and (B) each interest rate hedging, cap, collar, swap or other similar agreements that evidence any First Lien Obligations, 100% of the aggregate amount of such First Lien Obligations, after giving effect to any netting arrangements, that the applicable Grantor would be required to pay if such interest rate hedging, cap, collar, swap or other similar agreements were terminated at such time). In order to effectuate the foregoing, the First Lien Collateral Agent shall calculate, upon the written request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class, the amount in cash that would be necessary so to purchase the First Lien Obligations. If the right set forth in this Section 5.4 hereof3.01(d) is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten Business Days of the request set forth in the first sentence of this Section 3.01(d). If the Second Lien Secured Parties exercise the right set forth in this Section 3.01(d), it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Required Lenders. Notwithstanding anything to the contrary herein, upon the consummation of such transfer and assignment, Termination Fees shall no longer constitute First Lien Obligations but shall instead be deemed to constitute Excess Claims and remain payable to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties. It is understood and agreed that the Second Lien Collateral Agent shall have no substantive obligations under this paragraph (d) (including with respect to the negotiation of any documentation) and shall act solely in a ministerial capacity on behalf of the Second Lien Secured Parties.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Lien Secured Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative Agent First Lien Representative and the other First Lien Secured Parties and the Super Senior Lenders Representative and the other Super Senior Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence and maintain or seek to maintain any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)Enforcement Action, in each case, without any consultation with or the consent of the Second Lien Representative or any Subordinated Debt Partyother Second Lien Secured Party;provided that, providednotwithstanding the foregoing, however(i) in any Insolvency or Liquidation Proceeding, a Subordinated Debt any Second Lien Secured Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge file a proof of Senior Indebtedness has not occurred, whether claim or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right statement of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions interest with respect to the CollateralSecond Lien Secured Obligations and vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition or extension), in each case, to the extent not in contravention of the terms of this Agreement;provided that no Second Lien Secured Party shall be a petitioning creditor or to commence otherwise make any filing or seek take any action (or join any other Person in making any filing or taking any action) to commence any Insolvency or Liquidation Proceeding; (ii) the Second Lien Representative may take any action to preserve or proceeding with respect protect the validity, enforceability and perfection of the Second Priority Liens (but not to enforce such rights or remedies (including any foreclosure action or proceeding or any Insolvency ProceedingLiens), except (i) provided that a Subordinated Debt Party may no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Representative or any other First Lien Secured Party or the Super Senior Representative or any other Super Senior Secured Parties to exercise remedies in respect thereof or (B) otherwise in contravention of the terms of this Agreement, including the automatic release of the Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance disallowance, subordination or recharacterization of the claims of a Subordinated Debt Partyany of the Second Lien Secured Parties, including any claims secured by the Collateral, or the avoidance or subordination of any Second Priority Lien (other than pursuant to the terms of this Agreement) or otherwise make any agreements or file any motions pertaining to the Second Lien Secured Obligations or the Second Priority Liens, in each case, to the extent not in contravention of the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies available to unsecured creditors to the extent (and only to the extent) provided in Section 3.03; (v) the Second Lien Secured Parties may join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Representative or the Super Senior Representative, to the extent that such action does not, and could not reasonably be expected to, materially interfere with any Enforcement Action by the First Lien Secured Parties or the Super Senior Secured Parties and otherwise is not in contravention of the terms of this Agreement, it being further agreed that no Second Lien Secured Party may receive any Proceeds thereof unless expressly permitted herein; (vi) the Second Lien Secured Parties may bid for or purchase any Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Representative or the Super Senior Representative, 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 Secured Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Secured Obligations; (vii) subject to Section 3.02(a), the Second Lien Representative and the other Second Lien Secured Parties may commence or seek to commence, and maintain or seek to maintain, any Enforcement Action after the termination of the Standstill Period; (viii) the Second Lien Representative may inspect or appraise the Collateral so long as such actions do not interfere with, hinder or delay, in any manner, any enforcement or exercise of any rights or remedies of the First Lien Secured Parties under the First Lien Loan Documents or this Agreement or of the Super Senior Secured Parties under the Super Senior Loan Documents or this Agreement and otherwise are not in contravention of the terms of this Agreement;(ix) the Second Lien Secured Parties may seek or commence an action to obtain specific performance or injunctive relief to compel a Grantor to comply with the delivery of financial information, the further assurances regarding perfection of Liens and the maintenance of insurance covenants under the Second Lien Loan Documents, to the extent such action is not an Enforcement Action, does not seek to enjoin a Disposition of Collateral consented to or approved by the First Lien Representative and the Super Senior Representative and otherwise is not in contravention of the terms of this Agreement; (x) the Second Lien Secured Parties may accelerate the Indebtedness under the Second Lien Loan Documents in accordance with the terms thereof; and (xi) the Second Lien Secured Parties may take any action or exercise any right to the extent (and only to the extent) provided in Article VI (the permitted actions described in clauses (i) through (xi) are collectively referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Secured Obligations has occurred, the sole right of the Second Lien Representative and the other Second Lien Secured Parties with respect to the Collateral shall be to receive the Proceeds of the Collateral, if any, remaining after the Discharge of First Lien Secured Obligations has occurred and in accordance with the Second Lien Loan Documents and applicable law. (a) In exercising rights and remedies with respect to the Collateral, the First Lien Representative and the other First Lien Secured Parties may enforce the provisions of the First Lien Loan Documents, and the Super Senior Representative and the other Super Senior Secured Parties may enforce the provisions of the Super Senior Loan Documents, exercise remedies thereunder and under applicable law and take other Enforcement Actions, in each case all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law or any other applicable law. (b) The Second Lien Representative, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Representative or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents or the rights and remedies of the Super Senior Representative or the other Super Senior Secured Parties with respect to the Collateral as set forth in this Agreement and the other Super Senior Loan Documents. (c) Notwithstanding anything in this Agreement to the contrary, within 30 days following the occurrence of a Purchase Event, the Second Lien Representative or another representative acting on behalf of the Second Lien Secured Parties may, at the sole expense and effort of the Second Lien Secured Parties, upon delivery of a Purchase Notice to the Borrower and the First Lien Representative and the Super Senior Representative, require the First Lien Secured Parties and the Super Senior Secured Parties to transfer and assign to the Second Lien Secured Parties on the date specified in such Purchase Notice in accordance with the definition thereof, without warranty or representation or recourse, all (but not less than all) of the First Lien Secured Obligations and all (but not less than all) Super Senior Secured Obligations (such transfer and assignment of (but not less than all) of the First Lien Secured Obligations and all (but not less than all) Super Senior Secured Obligations, the “Purchase”);provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction and shall be effected pursuant to an assignment agreements in form reasonably satisfactory to the First Lien Representative and the Super Senior Representative, (ii) the Second Lien Secured Parties shall have paid to the First Lien Representative, for the account of the First Lien Secured Parties, in cash or immediately available funds, an amount equal to 100% of the principal of such Indebtedness (including any unreimbursed drawings under letters of credit but excluding any undrawn letters of credit) plus all accrued and unpaid interest thereon plus all accrued and unpaid fees plus all the other First Lien Secured Obligations then outstanding (other than any acceleration prepayment penalties or premiums) (which shall include (A) with respect to any letters of credit outstanding under the First Lien Credit Agreement, an amount in cash or immediately available funds equal to 103% of the aggregate face amount thereof (other than any portion of such amount that represents unreimbursed drawings thereunder), (B) with respect to Hedge Agreements (as defined in the First Lien Credit Agreement) that constitute First Lien Secured Obligations, 100% of the aggregate amount of such First Lien Secured Obligations (giving effect to any netting arrangements) that the applicable Grantor would be required to pay if such Hedge Agreements were terminated at such time, (C) with respect to Specified Cash Management Services Agreements (as defined in the First Lien Credit Agreement), the net aggregate amount then owing to creditors thereunder to the extent constituting First Lien Secured Obligations, including all amounts owing to such creditors as a result of the termination (or early termination) thereof, and (BD) enforce rights an amount reasonably calculated by the First Lien Representative with respect to any contingent or unliquidated First Lien Secured Obligations related to claims, causes of action or liabilities that have theretofore been asserted in writing by the First Lien Secured Parties and exercise remedies for which indemnification or reimbursement is required under the First Lien Loan Documents) and, (iii) the Second Lien Secured Parties shall have paid to the Super Senior Representative, for the account of the Super Senior Secured Parties, in cash or immediately available funds, an amount equal to 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees plus all the other Super Senior Secured Obligations then outstanding (other than initiatingany acceleration prepayment penalties or premiums) which shall include an amount reasonably calculated by the Super Senior Representative with respect to any contingent or unliquidated Super Senior Secured Obligations related to claims, causes of action or supporting any other Person liabilities that have theretofore been asserted in writing by the Super Senior Secured Parties and for which indemnification or reimbursement is required under the Super Senior Loan Documents, (other than Administrative Agentiv) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt each First Lien Secured Party is permitted to receive retain all rights to indemnification provided in the relevant First Lien Loan Documents for all claims and other amounts relating to periods prior to such transfer of the First Lien Secured Obligations (provided that such rights and claims shall not be secured by the Collateral after the consummation of the Purchase) and (v) each Super Senior Secured Party is permitted to retain Permitted Payments under Section 7.1 belowall rights to indemnification provided in the relevant Super Senior Loan Documents for all claims and other amounts relating to periods prior to such transfer of the Super Senior Secured Obligations (provided that such rights and claims shall not be secured by the Collateral after the consummation of the Purchase). In order to effectuate the Purchase, the First Lien Representative shall calculate, upon the written request of the Second Lien Representative from time to time, the amount in cash or immediately available funds that would be necessary so to purchase the First Lien Secured Obligations (and the Super Senior Representative shall calculate, upon the written request of the Second Lien Representative from time to time, the amount in cash or immediately available funds that would be necessary so to purchase the Super Senior Secured Obligations (in each case based on information available to it, and shall use commercially reasonable efforts to obtain information not available to it necessary to perform such calculation). (iid) as otherwise provided in Section 5.4 hereofThe First LienAny Representative shall provide to the Second Lien Representative, and the Second Lien Representative shall provide to the First Lien Representative, reasonable prior notice of its initial material Enforcement Action to each other Representative.

Exercise of Rights and Remedies. a. So long as (a) The Collateral Agent shall follow the Discharge instructions of Senior Indebtedness has not occurredthe Applicable Priority Lien Representative, and the Applicable Authorized Representative, for itself and on behalf of the Pari Passu Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative Pari Passu Secured Parties, except for Permitted Pari Passu Actions, will not and will not direct the Collateral Agent and to, so long as the other Senior Lenders shall have the exclusive right Priority Lien Obligations are outstanding: (i) enforce or exercise, or seek to enforce all or exercise, any rights and to exercise all or remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the setoff) with respect to any Collateral (including making determinations regarding the releaseenforcement of any right under any account control agreement, Disposition landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement to which the Applicable Authorized Representative or any other Authorized Representative is a party); or (ii) commence or join with respect to any Person (other than the Collateral)Applicable Priority Lien Representative) in commencing, or to commence petition for or seek to commence vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceedingaction), in each case, without any consultation with or the consent of any Subordinated Debt Party, ; provided, however, that the Applicable Authorized Representative may or may direct the Collateral Agent to enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a Subordinated Debt period of 120 days has elapsed (which period shall be tolled during any period in which the Applicable Priority Lien Representative shall not be entitled to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Applicable Authorized Representative has delivered to the Applicable Priority Lien Representative and the Collateral Agent written notice of the acceleration of the Indebtedness then outstanding under the Bond Obligations or Pari Passu Payment Lien Obligations (the “Standstill Period”); provided further, however, that (1) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Applicable Authorized Representative or any other Pari Passu Secured Party may direct the Collateral Agent to enforce or exercise any rights against or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Credit Applicable Priority Lien Representative or any other holder of Priority Lien Obligations shall have commenced, or shall have directed the Collateral Agent to commence and diligently pursue (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding (prompt written notice thereof to be given to the Applicable Authorized Representative by the Applicable Priority Lien Representative) and (2) after the expiration of the Standstill Period, so long as neither the Applicable Priority Lien Representative nor the holders of the Priority Lien Obligations have commenced any action to enforce their Lien on any material portion of the Collateral, in the event that and for so long as the Pari Passu Secured Parties solely (or the Applicable Authorized Representative on their behalf) have commenced any actions to enforce their Lien with respect to any Collateral to the extent expressly permitted under Section 4.1(b)(i) hereunder and (ii) beloware diligently pursuing such actions, neither the holders of Priority Lien Obligations nor the Applicable Priority Lien Representative shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Agreement are complied with. b. So long as (b) Notwithstanding the Discharge of Senior Indebtedness has not occurredforegoing, whether or not (i) in any Insolvency Proceeding has been commenced or is pendingLiquidation Proceeding, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right the Authorized Representatives may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral)Bond Obligations and the Pari Passu Payment Lien Obligations; (ii) the Authorized Representatives may take any action to preserve or protect the validity and enforceability of the Liens securing the Bond Obligations and the Pari Passu Lien Obligations, provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)be, except (i) that a Subordinated Debt Party may (A) adverse to the holders of the Priority Lien Obligations or the rights of the Priority Lien Representatives to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of the Security Documents; (iii) the Authorized Representatives may file any 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 a Subordinated Debt Partythe Pari Passu Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Bond Obligations and the Pari Passu Payment Lien Obligations, in each case, to the extent not in contravention of inconsistent with the terms of this Agreement, the Security Documents and the Pari Passu Security Documents; and (Biv) enforce the Authorized Representatives may exercise any rights and exercise remedies as unsecured creditors (other than initiatingall of the foregoing clauses (i) through (iv), or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain the “Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereofPari Passu Actions”).

Exercise of Rights and Remedies. a. So long as (a) Until the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pendingPriority Debt, the Administrative Agent Collateral Agent, for itself and on behalf of the other Senior Lenders shall have the exclusive right Noteholder Secured Parties, agrees that it: (i) will not enforce or exercise, or seek to enforce all or exercise, any rights and to exercise all or remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the notification of account debtors) with respect to any ABL Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement to which the Collateral Agent or any other Noteholder Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than ABL Lender) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies with respect to the ABL Collateral (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of any Subordinated Debt Party, ; provided, however, a Subordinated Debt Party that (A) the Collateral Agent and the Noteholder Secured Parties may take Permitted Actions, and (B) the Collateral Agent may exercise any or all of such rights against or remedies after a period of 180 days has elapsed since the Credit Parties solely date on which any ABL Secured Party has commenced a Lien Enforcement Action and prior to or at the time of such exercise, the Collateral Agent shall have (1) declared the existence of a Noteholder Default, (2) demanded the repayment of all the principal amount of the Noteholder Debt and (3) notified the ABL Lender of such declaration of a Noteholder Default and demand (the “Standstill Period”); provided, further, that, notwithstanding the expiration of the Standstill Period or anything herein to the extent expressly permitted under Section 4.1(b)(i) contrary, in no event shall the Collateral Agent or any other Noteholder Secured Party enforce or exercise any rights or remedies with respect to any ABL Collateral, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), at any time during which the ABL Lender or any other ABL Secured Party shall have commenced and shall be pursuing diligently a Lien Enforcement Action; (ii) below. b. So will not contest, protest or object to any foreclosure action or proceeding brought by the ABL Lender or any other ABL Secured Party, or any other enforcement or exercise by any ABL Secured Party of any rights or remedies relating to the ABL Collateral under the ABL Documents, so long as the Discharge Liens of Senior Indebtedness has the Collateral Agent attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith in accordance with applicable law; (iii) subject to the Noteholder Secured Parties’ rights under Section 3.1(a)(i), will not occurredobject to the forbearance by the ABL Lender or the other ABL Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to any of the ABL Collateral; (iv) will not except for actions permitted under Sections 3.1(a)(i), take or receive any ABL Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any ABL Collateral or in connection with any insurance policy award or any condemnation award (or deed in lieu of condemnation) relating to the ABL Collateral; (v) will not object to the manner in which the ABL Lender or any other ABL Secured Party may seek to enforce or collect the ABL Debt or the Liens of such ABL Secured Party securing First Priority Debt, regardless of whether any action or failure to act by or on behalf of the ABL Lender or any other ABL Secured Party is, or could be, adverse to the interests of the Noteholder Secured Parties, and will not any Insolvency Proceeding has been commenced or is pendingassert, no Subordinated Debt Party shall have and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the ABL Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (v), provided that at all times ABL Lender is acting in good faith in accordance with applicable law; and (vi) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any First Priority Debt, any Lien of ABL Lender securing the First Priority Debt or this Intercreditor Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Intercreditor Agreement. (b) After the Discharge of Priority Debt and until the Discharge of the Noteholder Debt has occurred, the ABL Lender, for itself and on behalf of the other ABL Secured Parties, with respect to Excess ABL Debt agrees that it: (i) will not, enforce or exercise, or seek to enforce or exercise, any rights and to exercise any or remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the notification of account debtors) with respect to any ABL Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement to which the ABL Lender or any other ABL Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than Collateral Agent or Noteholder Secured Parties) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies with respect to the ABL Collateral (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding); provided, however, that the ABL Lender and the ABL Secured Parties may take Permitted Actions; (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the Collateral Agent or any other Noteholder Secured Party, or any other enforcement or exercise by any Noteholder Secured Party of any rights or remedies relating to the ABL Collateral under the Noteholder Documents, so long as the Liens of ABL Secured Parties attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith in accordance with applicable law; (iii) subject to the ABL Secured Parties’ rights under Section 3.1(b)(i), will not object to the forbearance by the Collateral Agent or the other Noteholder Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to any of the ABL Collateral; (iv) will not except for actions permitted under Sections 3.1(b)(i), take or receive any ABL Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (iincluding any right of setoff) that a Subordinated Debt with respect to any ABL Collateral or in connection with any insurance policy award or any condemnation award (or deed in lieu of condemnation) relating to the ABL Collateral; (v) will not object to the manner in which the Collateral Agent or any other Noteholder Secured Party may (A) file seek to enforce or collect the Noteholder Debt or the Liens of such Noteholder Secured Party securing Noteholder Debt, regardless of whether any responsive action or defensive pleadings in opposition failure to any motion, claim, adversary proceeding act by or other pleading made by any Person objecting to or otherwise seeking the disallowance on behalf of the claims Collateral Agent or any other Noteholder Secured Party is, or could be, adverse to the interests of a Subordinated the ABL Secured Parties with respect to the Excess ABL Debt Partyand Liens securing such Excess ABL Debt, in each caseand will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the ABL Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (v) in each case to the extent that the ABL Collateral secures Excess ABL Debt, provided that at all times the Collateral Agent is acting in good faith in accordance with applicable law; and (vi) will not in contravention attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Noteholder Debt or any Lien of the terms of Collateral Agent or the Noteholder Secured Parties securing the Noteholder Debt or this Intercreditor Agreement, and (B) enforce or the validity or enforceability of the priorities, rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereofobligations established by this Intercreditor Agreement.

Exercise of Rights and Remedies. a. So long as (a) Only the Discharge of Senior Indebtedness has not occurred, whether Controlling Collateral Agent shall act or not refrain from acting with respect to any Insolvency Proceeding has been commenced or is pending, the Administrative Shared Collateral (including with respect to any intercreditor agreement with respect to any junior Liens on Shared Collateral). No Non-Controlling Collateral Agent and the other Senior Lenders no Non-Controlling Secured Party shall commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have the exclusive right a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power as a secured creditor with respect to, or otherwise take any action to enforce all rights and its security interest in or realize upon, or take any other action available to exercise all remedies it in respect of, any Shared Collateral (including with respect to any right of setoff or recoupmentintercreditor agreement with respect to junior Liens on any Shared Collateral), whether at under any Secured Credit Document, applicable law or otherwise, it being agreed that only the Controlling Collateral Agent, acting in equityaccordance with the applicable Secured Credit Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral at any time. Without limitation of the foregoing, (A) in any Insolvency or Liquidation Proceeding commenced by or against the Credit Borrower or any other Grantor, each Collateral Agent or any of its Related Secured Parties and the Collateral (including making determinations regarding the release, Disposition may file a proof of claim or restrictions statement of interest with respect to the Collateral)applicable obligations thereto, (B) in any Insolvency or to commence Liquidation Proceeding commenced by or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding against the Borrower or any Insolvency Proceeding)other Grantor, in each case, without any consultation with Collateral Agent or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party its Related Secured Parties may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made filed by any Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of a Subordinated Debt such Collateral Agent or Related Secured Party, (C) each Collateral Agent or its Related Secured Parties may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Borrower or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, and (D) each Collateral Agent and its Related Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Borrower or any other Grantor, in each case, case (A) through (D) above to the extent such action is not inconsistent with, or could not result in contravention of a resolution inconsistent with, the terms of this Agreement. (b) Notwithstanding the equal priority of the Liens securing each Class of First Lien Obligations, and (B) enforce the Controlling Collateral Agent may deal with the Shared Collateral as if such Controlling Collateral Agent had a senior Lien on such Collateral. No Non-Controlling Collateral Agent or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent or any Controlling Secured Party or any other exercise by the Controlling Collateral Agent or any Controlling Secured Party of any rights and exercise remedies (other than initiating, relating to the Shared Collateral. The foregoing shall not be construed to limit the rights and priorities of any Secured Party or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but Collateral Agent with respect to any Collateral not against Collateral) at constituting Shared Collateral or impair any time during which such Subordinated Debt Party is permitted rights available to receive and retain Permitted Payments under Section 7.1 below, and (ii) them as otherwise provided in Section 5.4 hereofunsecured creditors.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness ABL Debt has not occurred, whether or not any Insolvency Proceeding has been commenced by or is pendingagainst any Grantor, the Administrative Agent Term Loan Agent, for itself and on behalf of the other Senior Lenders shall have the exclusive right Term Loan Secured Parties: (i) will not enforce or exercise, or seek to enforce all or exercise, any rights and to exercise all or remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the notification of account debtors) with respect to any ABL Priority Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement, in each case relating to ABL Priority Collateral, to which the Term Loan Agent or any other Term Loan Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than ABL Agent with its consent) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action, provided, that, Term Loan Agent or any other Term Loan Secured Party may commence or join with any Person in commencing, or filing, a petition for any Insolvency Proceeding); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by ABL Agent or any other ABL Secured Party, or any other enforcement or exercise by any ABL Secured Party of any rights or remedies relating solely to the ABL Priority Collateral, so long as the Liens of Term Loan Agent attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith; (iii) will not object to the forbearance by ABL Agent or the other ABL Secured Parties from commencing or pursuing any foreclosure action or proceeding or any Insolvency Proceeding), in each case, without any consultation with other enforcement or the consent exercise of any Subordinated rights or remedies with respect to any of the ABL Priority Collateral; (iv) will not, so long as the Discharge of ABL Debt Party, provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly has not occurred and except for actions permitted under Section 4.1(b)(i3.1(a)(i), take or receive any ABL Priority Collateral, or any Proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any ABL Priority Collateral (it being understood and agreed that payments made by any Grantor in respect of the Term Loan Debt with proceeds of loans or advances under the ABL Documents shall not constitute a breach of this Section 3.1(a)(iv)); (iiv) belowagrees that no covenant, agreement or restriction contained in any Term Loan Document shall be deemed to restrict in any way the rights and remedies of ABL Agent or the other ABL Secured Parties with respect to the ABL Priority Collateral as set forth in this Agreement and the ABL Documents; (vi) will not object to the manner in which ABL Agent or any other ABL Secured Party may seek to enforce or collect the ABL Debt or the Liens of such ABL Secured Party on any ABL Priority Collateral, regardless of whether any action or failure to act by or on behalf of ABL Agent or any other ABL Secured Party is, or could be, adverse to the interests of the Term Loan Secured Parties, and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the ABL Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any ABL Debt or any Lien of ABL Agent or this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. b. (b) So long as the Discharge of Senior Indebtedness Term Loan Debt has not occurred, whether or not any Insolvency Proceeding has been commenced by or is pendingagainst any Grantor, no Subordinated Debt Party shall have any right ABL Agent, for itself and on behalf of the other ABL Secured Parties: (i) will not enforce or exercise, or seek to enforce or exercise, any rights and to exercise any or remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the with respect to any deposit accounts used exclusively for identifiable proceeds of Term Loan Priority Collateral) with respect to any Term Loan Priority Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement, in each case relating to Term Loan Priority Collateral, to which the ABL Agent or any other ABL Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than Term Loan Agent with its consent) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action, provided, that, ABL Agent or any other ABL Secured Party may commence or join with any Person in commencing, or filing, a petition for any Insolvency Proceeding); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by Term Loan Agent or any other Term Loan Secured Party, or any other enforcement or exercise by any Term Loan Secured Party of any rights or remedies relating solely to the Term Loan Priority Collateral, so long as the Liens of ABL Agent attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.1 and such actions or proceedings are being pursued in good faith; (iii) will not object to the forbearance by Term Loan Agent or the other Term Loan Secured Parties from commencing or pursuing any foreclosure action or proceeding or any Insolvency Proceedingother enforcement or exercise of any rights or remedies with respect to any of the Term Loan Priority Collateral; (iv) will not, so long as the Discharge of Term Loan Debt has not occurred and except for actions permitted under Section 3.1(b)(i), except take or receive any Term Loan Priority Collateral, or any Proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Term Loan Priority Collateral (it being understood and agreed that payments made by any Grantor in respect of the ABL Debt with proceeds of loans or advances under the Term Loan Documents shall not constitute a breach of this Section 3.1(b)(iv)); (v) agrees that no covenant, agreement or restriction contained in any ABL Document shall be deemed to restrict in any way the rights and remedies of Term Loan Agent or the other Term Loan Secured Parties with respect to the Term Loan Priority Collateral as set forth in this Agreement and the Term Loan Documents; (vi) will not object to the manner in which Term Loan Agent or any other Term Loan Secured Party may seek to enforce or collect the Term Loan Debt or the Liens of such Term Loan Secured Party on any Term Loan Priority Collateral, regardless of whether any action or failure to act by or on behalf of Term Loan Agent or any other Term Loan Secured Party is, or could be, adverse to the interests of the ABL Secured Parties, and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Term Loan Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Term Loan Debt or any Lien of Term Loan Agent or this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. (c) Until the Discharge of ABL Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, subject to Section 3.1(a)(i) hereof, the ABL Secured Parties shall have the exclusive right to commence, and maintain the exercise of their rights and remedies with respect to the ABL Priority Collateral, including, without limitation, the exclusive right, to the extent provided for in the ABL Documents or under applicable law, to appoint an administrator, receiver or trustee in respect of the ABL Priority Collateral, to take or retake control or possession of such Collateral and to hold, prepare for sale, process, and sell, lease, dispose of, or liquidate such ABL Priority Collateral, without any consultation with or the consent of any Term Loan Secured Party; provided, that, the Lien securing the Term Loan Debt shall continue as to the Proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2 hereof. In exercising enforcement rights and remedies with respect to the ABL Priority Collateral, the ABL Secured Parties may enforce the provisions of the ABL Documents with respect to the ABL Priority Collateral and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise realize on or dispose of any ABL Priority Collateral upon foreclosure, to incur expenses in connection with such sale or other realization or disposition, and to exercise all of the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. Term Loan Secured Parties shall not have any right to direct any ABL Secured Party to exercise any right, remedy or power with respect to the ABL Priority Collateral and each Term Loan Secured Party shall have no right to consent to any exercise of remedies under the ABL Documents or applicable law in respect of any of the ABL Priority Collateral. (d) Until the Discharge of Term Loan Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, subject to Section 3.1(b)(i) hereof, the Term Loan Secured Parties shall have the exclusive right to commence, and maintain the exercise of their rights and remedies with respect to the Term Loan Priority Collateral, including, without limitation, the exclusive right, to the extent provided for in the Term Loan Documents or under applicable law, to appoint an administrator, receiver or trustee in respect of the Term Loan Priority Collateral, to take or retake control or possession of such Collateral and to hold, prepare for sale, process, and sell, lease, dispose of, or liquidate such Term Loan Priority Collateral, without any consultation with or the consent of any ABL Secured Party; provided, that, the Lien securing the ABL Debt shall continue as to the Proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2 hereof. In exercising enforcement rights and remedies with respect to the Term Loan Priority Collateral, the Term Loan Secured Parties may enforce the provisions of the Term Loan Documents with respect to the Term Loan Priority Collateral and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise realize on or dispose of any Term Loan Priority Collateral upon foreclosure, to incur expenses in connection with such sale or other realization or disposition, and to exercise all of the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. ABL Secured Parties shall not have any right to direct any Term Loan Secured Party to exercise any right, remedy or power with respect to the Term Loan Priority Collateral and each ABL Secured Party shall have no right to consent to any exercise of remedies under the Term Loan Documents or applicable law in respect of any of the Term Loan Priority Collateral. (e) Notwithstanding the foregoing, each of the Term Loan Agent and the ABL Agent may: (i) file a claim or statement of interest with respect to the ABL Debt, Excess ABL Debt, Term Loan Debt or Excess Term Loan Debt, as the case may be, in an Insolvency Proceeding that a Subordinated Debt Party may has been commenced by or against any Grantor; (Aii) in the case of the Term Loan Agent, take any action in order to create, perfect, preserve or protect (but not, prior to the Discharge of ABL Debt, enforce) its Lien on any of the ABL Priority Collateral, and in the case of the ABL Agent, take any action in order to create, perfect, preserve or protect (but not, prior to the Discharge of Term Loan Debt, enforce) its Lien on any of the Term Loan Priority Collateral; (iii) 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 a Subordinated Debt Partythe ABL Secured Parties or Term Loan Secured Parties, including any claims secured by the Collateral, if any, or otherwise make any agreements or file any motions or objections pertaining to the claims of such Secured Parties, in each case in accordance with the terms of this Agreement; (iv) file any pleadings, objections, motions or agreements which assert rights or interests that are available to unsecured creditors of the Grantors, including, without limitation, the commencement of an Insolvency Proceeding against any Grantor, in each case, to in accordance with applicable law and in a manner not inconsistent with the extent terms of this Agreement (including, but not limited to, any of the provisions of Section 6 hereof); and (v) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in contravention of each case, not inconsistent with the terms of this Agreement, and (B) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereof.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or is pendingagainst any Grantor, the Administrative each Second Lien Agent agrees, for itself and on behalf of the other Senior Lenders shall have Second Lien Secured Parties for which it acts, that, except to the exclusive right extent otherwise expressly provided in the proviso to enforce all rights and Section 3.2(a): (i) it will not (A) exercise or seek to exercise all any rights or remedies (including any right set-off or by notification of setoff or recoupment), whether at law or in equity, against the Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions account debtors) with respect to the any Second Lien Collateral), or to commence or seek to commence institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (B) contest, protest or object to any foreclosure proceeding or action brought by the First Lien Agent or any other First Lien Secured Party, or the exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which such Second Lien Agent or any other Second Lien Secured Party is a party, or any other exercise by any such party, of any rights and remedies relating to the Second Lien Collateral or otherwise, or (C) contest, protest or object to the forbearance by any First Lien Secured Party from bringing or pursuing any foreclosure proceeding or action or proceeding any other exercise of any rights or remedies relating to any Insolvency Proceeding)of the Second Lien Collateral, in each caseand (ii) the First Lien Agent and the other First Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Second Lien Collateral without any consultation with or the consent of any Subordinated Debt Second Lien Agent or any other Second Lien Secured Party, ; provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(ithat (A) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency or Liquidation Proceeding has been commenced by or is pendingagainst any Grantor, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right Second Lien Agent may file a proof of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions claim with respect to the Collateral)Second Lien Debt, (B) any Second Lien Agent may send such notices of the existence of, or to commence any evidence or seek to commence any action confirmation of, the Second Lien Debt under the Second Lien Documents or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding the Liens of the Second Lien Collateral Agent, or any Insolvency Proceeding)other collateral agent, except agent or representative of the Second Lien Secured Parties which has appointed the Second Lien Collateral Agent to act for, and bind, it (iand all Second Lien Secured Parties for which it acts as collateral agent, agent or representative) that a Subordinated Debt Party under and for purposes of this Agreement, in the Second Lien Collateral to any court or governmental agency, or file or record any such notice or evidence to the extent necessary to prove or preserve the Liens of the Second Lien Collateral Agent, or any other collateral agent, agent or representative of the Second Lien Secured Parties which has appointed the Second Lien Collateral Agent to act for, and bind, it (and all Second Lien Secured Parties for which it acts as collateral agent, agent or representative) under and for purposes of this Agreement, in the Second Lien Collateral, (C) any Second Lien Agent may (A) 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 a Subordinated Debt any Second Lien Secured Party, including any claims secured by the Second Lien Collateral, in each case, case to the extent not in contravention of inconsistent with the terms of this Agreement, (D) the Second Lien Secured Parties may exercise rights and remedies that may be exercised by an unsecured creditor to the extent provided in Section 3.4 hereof and not otherwise inconsistent with the terms hereof, (E) any Second Lien Agent may commence legal proceedings against a Grantor (but not any of the Second Lien Collateral); provided, that, such legal proceeding does not interfere with the rights of First Lien Agent or any other First Lien Secured Party in and to the Second Lien Collateral or the First Lien Debt or the exercise by First Lien Agent or any other First Lien Secured Party of such rights or involve any contest or challenge to the validity, perfection, priority or enforceability of the Liens of First Lien Agent or any other First Lien Secured Party or of the First Lien Loan Agreement or any other First Lien Debt and in any event neither the Second Lien Collateral Agent nor any other Second Lien Agent may enforce any judgment against any of the Second Lien Collateral or take any action inconsistent with this Agreement; and (BF) the Second Lien Collateral Agent or any other collateral agent, agent or representative of the Second Lien Secured Parties which has appointed the Second Lien Collateral Agent to act for, and bind, it (and all Second Lien Secured Parties for which it acts as collateral agent, agent or representative) under and for purposes of this Agreement, may take action in order to create, perfect or preserve (but not enforce) its Lien on any Second Lien Collateral; and (iii) the First Lien Agent and the other First Lien Secured Parties, in exercising rights and remedies with respect to the Second Lien Collateral, may enforce rights the provisions of the First Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion and such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Second Lien Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code or the PPSA of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) Each Second Lien Agent, for itself and on behalf of the other than initiatingSecond Lien Secured Parties for which it acts, agrees that it will not take or supporting receive any Second Lien Collateral or any proceeds of Second Lien Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Second Lien Collateral, unless and until the Discharge of First Lien Debt has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Debt has occurred, except as expressly provided in the proviso in Section 3.1(a)(ii) above and in the proviso in Section 3.2(a) below, the sole right of the Second Lien Collateral Agent and the other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against Second Lien Secured Parties with respect to the Second Lien Collateral is to hold a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted Lien on the Second Lien Collateral pursuant to the Second Lien 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 the First Lien Debt has occurred. (c) The Second Lien Collateral Agent, for itself and retain Permitted Payments under Section 7.1 belowon behalf of the other Second Lien Secured Parties, and each other Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties for which it acts, agrees that it will not take any action that would hinder any exercise of remedies undertaken by the First Lien Agent under the First Lien Documents, including any sale, lease, exchange, transfer or other disposition of the Second Lien Collateral, whether by foreclosure or otherwise, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and each other Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties for which it acts, hereby waives any and all rights it may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Agent or the other First Lien Secured Parties seek to enforce or collect the First Lien Debt or the Liens granted in any of the Second Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or the other First Lien Secured Parties is adverse to the interest of the Second Lien Secured Parties. (iid) Each Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties for which it acts, hereby acknowledges that no covenant, agreement or restriction contained in any Second Lien Document shall be deemed to restrict in any way the rights and remedies of the First Lien Agent or the other First Lien Secured Parties with respect to the Second Lien Collateral as otherwise provided set forth in Section 5.4 hereofthis Agreement and the First Lien Documents.

Exercise of Rights and Remedies. a. So long as (a) Only the Discharge of Senior Indebtedness has not occurred, whether Controlling Collateral Agent shall act or not refrain from acting with respect to any Insolvency Proceeding has been commenced or is pending, the Administrative Shared Collateral (including with respect to any intercreditor agreement with respect to any junior Liens on Shared Collateral). No Non-Controlling Collateral Agent and the other Senior Lenders no Non-Controlling Secured Party shall commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have the exclusive right a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power as a secured creditor with respect to, or otherwise take any action to enforce all rights and its security interest in or realize upon, or take any other action available to exercise all remedies it in respect of, any Shared Collateral (including with respect to any right of setoff or recoupmentintercreditor agreement with respect to junior Liens on any Shared Collateral), whether at under any Secured Credit Document, applicable law or otherwise, it being agreed that only the Controlling Collateral Agent, acting in equityaccordance with the applicable Secured Credit Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral at any time. Without limitation of the foregoing, (A) in any Insolvency or Liquidation Proceeding commenced by or against the Credit Borrower or any other Grantor, each Collateral Agent or any of its Related Secured Parties and the Collateral (including making determinations regarding the release, Disposition may file a proof of claim or restrictions statement of interest with respect to the Collateral)applicable obligations thereto, (B) in any Insolvency or to commence Liquidation Proceeding commenced by or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding against the Borrower or any Insolvency Proceeding)other Grantor, in each case, without any consultation with Collateral Agent or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party its Related Secured Parties may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made filed by any Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of a Subordinated Debt such Collateral Agent or Related Secured Party, (C) each Collateral Agent or its Related Secured Parties may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Borrower or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, and (D) each Collateral Agent and its Related Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Borrower or any other Grantor, in each case, case (A) through (D) above to the extent such action is not inconsistent with, or could not result in contravention of a resolution inconsistent with, the terms of this Agreement. (b) Notwithstanding the equal priority of the Liens securing each Class of First Lien Obligations, and (B) enforce the Controlling Collateral Agent may deal with the Shared Collateral as if such Controlling Collateral Agent had a senior Lien on such Collateral. No Non-Controlling Collateral Agent or Non- Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent or any Controlling Secured Party or any other exercise by the Controlling Collateral Agent or any Controlling Secured Party of any rights and exercise remedies (other than initiating, relating to the Shared Collateral. The foregoing shall not be construed to limit the rights and priorities of any Secured Party or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but Collateral Agent with respect to any Collateral not against Collateral) at constituting Shared Collateral or impair any time during which such Subordinated Debt Party is permitted rights available to receive and retain Permitted Payments under Section 7.1 below, and (ii) them as otherwise provided in Section 5.4 hereofunsecured creditors.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative First Lien Collateral Agent and the other Senior Lenders First Lien Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any Subordinated Debt other Second Lien Secured Party; provided that, providednotwithstanding the foregoing, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency Proceeding has been commenced or is pendingLiquidation Proceeding, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right the Second Lien Collateral Agent may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral)Second Lien Obligations; (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)be, except (i) that a Subordinated Debt Party may (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 a Subordinated Debt Partythe Second Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not in contravention of inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03; and (v) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Collateral Agent and the other Second Lien Secured Parties with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the other First Lien Secured Parties 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 their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Collateral Agent agrees to provide at least five days’ prior written notice to the Second Lien Collateral Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents. (d) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Indebtedness then outstanding under the First Lien Credit Agreement, the Second Lien Secured Parties may, at their sole expense and effort, upon notice to the Borrower and the First Lien Collateral Agent, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse, all (but not less than all) of the First Lien Obligations; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (By) enforce rights and exercise remedies (other than initiatingthe Second Lien Secured Parties shall have paid to the First Lien Collateral Agent, or supporting any other Person (other than Administrative Agent) for the account of the First Lien Secured Parties, in initiatingimmediately available funds, an Insolvency Proceedingamount equal to 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid Fees (as defined in the First Lien Credit Agreement) against a plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the aggregate face amount of the letters of credit outstanding under the First Lien Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted Agreement, an amount in cash equal to receive and retain Permitted Payments under Section 7.1 below105% thereof, and (ii) as otherwise provided Hedging Agreements that constitute First Lien Obligations, 100% of the aggregate amount of such First Lien Obligations (giving effect to any netting arrangements) that the applicable Loan Party would be required to pay if such Hedging Agreements were terminated at such time). In order to effectuate the foregoing, the First Lien Collateral Agent shall calculate, upon the written request of the Second Lien Collateral Agent from time to time, the amount in Section 5.4 hereofcash that would be necessary so to purchase the First Lien Obligations.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Lien Secured Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative Agent First Lien Representative and the other Senior Lenders First Lien Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence and maintain or seek to maintain any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)Enforcement Action, in each case, without any consultation with or the consent of the Second Lien Representative or any Subordinated Debt other Second Lien Secured Party; provided that, providednotwithstanding the foregoing, however(i) in any Insolvency or Liquidation Proceeding, a Subordinated Debt any Second Lien Secured Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge file a proof of Senior Indebtedness has not occurred, whether claim or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right statement of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions interest with respect to the CollateralSecond Lien Secured Obligations and vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition or extension), in each case, to the extent not in contravention of the terms of this Agreement; provided that no Second Lien Secured Party shall be a petitioning creditor or to commence otherwise make any filing or seek take any action (or join any other Person in making any filing or taking any action) to commence any Insolvency or Liquidation Proceeding; (ii) the Second Lien Representative may take any action to preserve or proceeding with respect protect the validity, enforceability and perfection of the Second Priority Liens (but not to enforce such rights or remedies (including any foreclosure action or proceeding or any Insolvency ProceedingLiens), except (i) provided that a Subordinated Debt Party may no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Representative or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise in contravention of the terms of this Agreement, including the automatic release of the Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance disallowance, subordination or recharacterization of the claims of a Subordinated Debt Partyany of the Second Lien Secured Parties, including any claims secured by the Collateral, or the avoidance or subordination of any Second Priority Lien (other than pursuant to the terms of this Agreement) or otherwise make any agreements or file any motions pertaining to the Second Lien Secured Obligations or the Second Priority Liens, in each case, to the extent not in contravention of the terms of this Agreement, and ; (Biv) enforce the Second Lien Secured Parties may exercise rights and exercise remedies available to unsecured creditors to the extent (other than initiating, or supporting any other Person and only to the extent) provided in Section 3.03; (other than Administrative Agentv) in initiating, an Insolvency Proceeding) against a Credit Party the Second Lien Secured Parties may join (but not against Collateralexercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Representative, to the extent that such action does not, and could not reasonably be expected to, materially interfere with any Enforcement Action by the First Lien Secured Parties and otherwise is not in contravention of the terms of this Agreement, it being further agreed that no Second Lien Secured Party may receive any Proceeds thereof unless expressly permitted herein; (vi) the Second Lien Secured Parties may bid for or purchase any Collateral at any time public, private or judicial foreclosure upon such Collateral initiated by the First Lien Representative, or any sale of any Collateral during which an Insolvency or Liquidation Proceeding; provided that such Subordinated Debt Party bid may not include a “credit bid” in respect of any Second Lien Secured Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Secured Obligations; (vii) subject to Section 3.02(a), the Second Lien Representative and the other Second Lien Secured Parties may commence or seek to commence, and maintain or seek to maintain, any Enforcement Action after the termination of the Standstill Period; (viii) the Second Lien Representative may inspect or appraise the Collateral so long as such actions do not interfere with, hinder or delay, in any manner, any enforcement or exercise of any rights or remedies of the First Lien Secured Parties under the First Lien Loan Documents or this Agreement and otherwise are not in contravention of the terms of this Agreement; (ix) the Second Lien Secured Parties may seek or commence an action to obtain specific performance or injunctive relief to compel a Grantor to comply with the delivery of financial information, the further assurances regarding perfection of Liens and the maintenance of insurance covenants under the Second Lien Loan Documents, to the extent such action is not an Enforcement Action, does not seek to enjoin a Disposition of Collateral consented to or approved by the First Lien Representative and otherwise is not in contravention of the terms of this Agreement; (x) the Second Lien Secured Parties may accelerate the Indebtedness under the Second Lien Loan Documents in accordance with the terms thereof; and (xi) the Second Lien Secured Parties may take any action or exercise any right to the extent (and only to the extent) provided in Article VI (the permitted actions described in clauses (i) through (xi) are collectively referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Secured Obligations has occurred, the sole right of the Second Lien Representative and the other Second Lien Secured Parties with respect to the Collateral shall be to receive the Proceeds of the Collateral, if any, remaining after the Discharge of First Lien Secured Obligations has occurred and retain Permitted Payments under Section 7.1 below, in accordance with the Second Lien Loan Documents and (ii) as otherwise provided in Section 5.4 hereofapplicable law.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced or is pendingcommenced, the Administrative First Priority Agent and the other Senior Lenders First Priority Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceedingor Liquidation Proceeding or Liquidation Sale), in each case, without any consultation with or the consent of the Second Priority Agent or any Subordinated other Second Priority Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Priority Agent may file a proof of claim or statement of interest with respect to the Second Priority Claims; (ii) the Second Priority Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Priority Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(a); and (v) subject to Section 3.02(a), the Second Priority Agent and the other Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the "Second Priority Permitted Actions"). Except for the Second Priority Permitted Actions, unless and until the Discharge of First Priority Claims has occurred, the sole right of the Second Priority Agent and the other Second Priority Secured Parties with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Priority Claims has occurred and in accordance with the Second Priority Debt PartyDocuments and applicable law. (b) In exercising rights and remedies with respect to the Collateral, the First Priority Agent and the other First Priority Secured Parties may enforce the provisions of the First Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Priority Agent agrees to provide at least ten Business Days' prior written notice to the Second Priority Agent of its intention to foreclose upon or Dispose of any Collateral; provided, however, that the failure to give any such notice shall not in any way limit its ability to foreclose upon or Dispose of any Collateral. (c) The Second Priority Agent, for itself and on behalf of the other Second Priority Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Priority Security Document or any other Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the First Priority Agent or the other First Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Priority Debt Documents. (d) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Indebtedness then outstanding under the First Priority Debt Agreement, the Second Priority Secured Parties may, at their sole expense and effort, upon notice to the Company and the First Priority Agent (which notice shall be irrevocable), require the First Priority Secured Parties to transfer and assign to the Second Priority Secured Parties, without warranty or representation or recourse, all (but not less than all) of the First Priority Claims; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (y) the Second Priority Secured Parties shall have paid to the First Priority Agent, for the account of the First Priority Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees (other than any fees that become due as a Subordinated result of the prepayment of the loans and other advances under, or early termination of, the First Priority Debt Party may Agreement (such fees are referred to hereinafter as "Termination Fees")) plus all the other First Priority Claims then outstanding (which shall include, with respect to (i) the aggregate face amount of the Letters of Credit outstanding under the First Priority Debt Agreement, an amount in cash equal to 105% thereof, (ii) each interest rate hedging, cap, collar, swap or other similar agreements that evidence any First Priority Hedging Obligations, 100% of the aggregate amount of such First Priority Claims, after giving effect to any netting arrangements, that the applicable Grantor would be required to pay if such interest rate hedging, cap, collar, swap or other similar agreements were terminated at such time, and (iii) each agreement that evidence any First Priority Cash Management Obligations, 100% of the aggregate amount of such First Priority Claims). In order to effectuate the foregoing, the First Priority Agent shall calculate, upon the written request of the Second Priority Agent from time to time, the amount in cash that would be necessary so to purchase the First Priority Claims. If the right set forth in this Section 3.01(d) is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten Business Days of the request set forth in the first sentence of this Section 3.01(d). If the Second Priority Secured Parties exercise rights against the Credit right set forth in this Section 3.01(d), it shall be exercised pursuant to documentation mutually acceptable to each of the First Priority Agent and the Second Priority Agent. Notwithstanding anything to the contrary herein, if, at any time following the consummation of such transfer and assignment and the occurrence of the Discharge of First Priority Claims and the Discharge of Second Priority Claims (other than, for the avoidance of doubt, the payment of any fees that become due as a result of the prepayment or termination of the Second Priority Claims and the payment of Second Priority Claims in excess of the Maximum Second Priority Indebtedness Amount), the Second Priority Secured Parties solely recover any Termination Fees prior to the first anniversary of the date of such transfer and assignment is consummated, they shall turn over such fees to First Priority Secured Parties in the form and to the extent expressly permitted under Section 4.1(b)(i) and (ii) belowreceived. b. (e) So long as the Discharge of Senior Indebtedness First Priority Claims has occurred and the Discharge of Second Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingLiquidation Sale, no Subordinated Debt Party the Second Priority Agent and the other Second Priority Secured Parties shall have any the exclusive right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceedingor Liquidation Proceeding or Liquidation Sale), except in each case, without any consultation with or the consent of any Person that holds Excess Claims; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, any such Person may file a proof of claim or statement of interest with respect to the Excess Claims; (ii) any such Person may take any action to preserve or protect the validity and enforceability of the Liens that a Subordinated Debt Party may would have constituted First Priority Liens but for the fact that such Liens secure Excess Claims, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Second Priority Liens or the rights of the Second Priority Agent or any other Second Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of such Liens provided in Section 3.05; (iii) any such Person may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Partysuch Person, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Excess Claims, in each case, to the extent not in contravention of inconsistent with the terms of this Agreement; (iv) any such Person may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(b) (the actions described in this proviso being referred to herein as the "Excess Claims Permitted Actions"). Except for the Excess Claims Permitted Actions, unless and until the Discharge of Second Priority Claims has occurred, the sole right of any Person holding Excess Claims with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the occurrence of the Discharge of First Priority Claims and the Discharge of the Second Priority Claims up to the Maximum Second Priority Indebtedness Amount and in accordance with the agreements, instruments and other documents evidencing or governing the Excess Claims and applicable law. (Bf) In exercising rights and remedies with respect to the Collateral, the Second Priority Agent and the other Second Priority Secured Parties may enforce rights the provisions of the Second Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion, in each case, to the extent that such enforcement or exercise is not otherwise prohibited by clauses (a) through (d) of this Section 3.01. Such exercise and enforcement shall, in each case, to the extent that such enforcement or exercise is not otherwise prohibited by clauses (a) through (d) of this Section 3.01, include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The Second Priority Agent agrees to provide at least ten Business Days' prior written notice to the First Priority Agent of its intention to foreclose upon or Dispose of any Collateral; provided, however, that the failure to give any such notice shall not in any way limit its ability to foreclose upon or Dispose of any Collateral to the extent that such foreclosure is not otherwise prohibited by clauses (a) through (d) of this Section 3.01. (g) Each such Person hereby acknowledges and agrees that no covenant, agreement or restriction contained in any agreement, instrument or other document that evidences or governs any Excess Claims (other than initiating, the provisions of this Agreement that inure to the benefit of the First Priority Secured Parties) shall be deemed to restrict in any way the rights and remedies of the Second Priority Agent or supporting any the other Person (Second Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Second Priority Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereofDocuments.

Exercise of Rights and Remedies. a. So long as Only the Discharge of Senior Indebtedness has not occurred, whether Controlling Collateral Agent shall act or not refrain from acting with respect to any Insolvency Proceeding has been commenced or is pending, the Administrative Shared Collateral (including with respect to any intercreditor agreement with respect to any junior Liens on Shared Collateral). No Non-Controlling Collateral Agent and the other Senior Lenders no Non-Controlling Secured Party shall commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have the exclusive right a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power as a secured creditor with respect to, or otherwise take any action to enforce all rights and its security interest in or realize upon, or take any other action available to exercise all remedies it in respect of, any Shared Collateral (including with respect to any right of setoff or recoupmentintercreditor agreement with respect to junior Liens on any Shared Collateral), whether at under any Secured Credit Document, applicable law or otherwise, it being agreed that only the Controlling Collateral Agent, acting in equityaccordance with the applicable Secured Credit Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral at any time. Without limitation of the foregoing, (A) in any Insolvency or Liquidation Proceeding commenced by or against the Credit Borrower or any other Grantor, each Collateral Agent or any of its Related Secured Parties and the Collateral (including making determinations regarding the release, Disposition may file a proof of claim or restrictions statement of interest with respect to the Collateral)applicable obligations thereto, (B) in any Insolvency or to commence Liquidation Proceeding commenced by or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding against the Borrower or any Insolvency Proceeding)other Grantor, in each case, without any consultation with Collateral Agent or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party its Related Secured Parties may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made filed by any Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of a Subordinated Debt such Collateral Agent or Related Secured Party, (C) each Collateral Agent or its Related Secured Parties may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Borrower or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, and (D) each Collateral Agent and its Related Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Borrower or any other Grantor, in each case, case (A) through (D) above to the extent such action is not inconsistent with, or could not result in contravention of a resolution inconsistent with, the terms of this Agreement, and (B) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereof.

Exercise of Rights and Remedies. a. So (a) Subject to subsection (b) below, so long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative Agent and First Lien Agents and, subject to the First Lien Intercreditor Agreement, the other Senior Lenders First Lien Secured Parties, shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment)take, whether at law or in equity, against the Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence and maintain or seek to maintain any action or proceeding Collateral Enforcement Action and, with respect to such rights or remedies (including Obligations of any foreclosure action or proceeding or Non-US Loan Party, any Insolvency Proceeding)other Enforcement Action, and may do so, in each case, without any consultation with or the consent of any Subordinated Debt Second Lien Collateral Agent or any other Second Lien Secured Party. (b) Except for the Second Lien Permitted Actions, providedwhich for the avoidance of doubt shall be allowed to be taken by any Second Lien Collateral Agent, howeveracting on the instructions of the Applicable Second Lien Representative, a Subordinated Debt Party may exercise rights against unless and until the Credit Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agents and the other Second Lien Secured Parties solely will not (i) commence (or file with any court documents that seek to the extent expressly permitted under Section 4.1(b)(icommence) and or maintain or seek to maintain any Collateral Enforcement Action or (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether commence (or not file with any Insolvency Proceeding has been commenced court documents that seek to commence) or is pending, no Subordinated Debt Party shall have join with any right to enforce any rights and to exercise any remedies person (including any right of setoff or recoupment), whether at law or other than a First Lien Collateral Agent) in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral)commencing, or to commence petition or seek to commence vote in favor of any resolution for, any action or proceeding with respect to any Collateral Enforcement Action with respect to the Shared Collateral without the written consent of the Applicable First Lien Representative; provided that any Second Lien Collateral Agent, acting on the instruction of the Applicable Second Lien Representative, may exercise any Collateral Enforcement Action and, with respect to Obligations of any Non-US Loan Party, any other Enforcement Action (in each case other than any remedies the exercise of which is otherwise prohibited by this Agreement) after a period of [180] consecutive days has elapsed from the later of (i) the date of delivery of written notice by the Applicable Second Lien Representative to each First Lien Agent, certifying that such rights Person is the Applicable Second Lien Representative, stating that a Second Lien Event of Default with respect to any Series of Second Lien Obligations has occurred and is continuing and that such Second Lien Obligations are currently due and payable in full (whether as a result of acceleration or remedies otherwise) and stating its intention to exercise a Collateral Enforcement Action and (ii) the actual occurrence of a Second Lien Event of Default of such Series of Second Lien Obligations and such Second Lien Obligations under the applicable Second Lien Credit Documents being due and payable in full (the “Junior Standstill Period”), and then such Second Lien Collateral Agent and Second Lien Secured Parties may exercise any Collateral Enforcement Action or, with respect to Obligations of any Non-US Loan Parties, other Enforcement Action only so long as (A) no First Lien Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) any Collateral Enforcement Action with respect to the Shared Collateral (including seeking relief from the automatic stay or any foreclosure action or proceeding or other stay in any Insolvency Proceeding) and is diligently pursuing the same, and such Second Lien Collateral Agent and/or Second Lien Secured Party has notice of such commencement or attempt to commence and (B) no Grantor which has granted a Lien on Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. (c) Except as expressly set forth in this Agreement, each First Lien Agent and First Lien Secured Party and, without limiting and subject to Sections 3.01(b) and 3.02 and the other limitations on such action set forth herein, each Second Lien Collateral Agent and Second Lien Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to take Collateral Enforcement Action (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the creditors represented thereby), except (i) ; provided that a Subordinated Debt the exercise of Collateral Enforcement Action with respect to the Shared Collateral shall be subject to the Lien Priority and to the provisions of this Agreement. Each First Lien Agent and First Lien Secured Party may (A) 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 enforce the disallowance provisions of the claims applicable First Lien Credit Documents, each Second Lien Collateral Agent and Second Lien Secured Party may enforce the provisions of a Subordinated Debt the applicable Second Lien Credit Documents, and each First Lien Agent, First Lien Secured Party, Second Lien Collateral Agent and Second Lien Secured Party may exercise Collateral Enforcement Action, all in such order and in such manner as each casemay determine in the exercise of its sole discretion, to the extent not but in contravention of any case consistent with the terms of this Agreement, any other applicable intercreditor agreement and mandatory provisions of applicable law (Bexcept as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby). Each First Lien Collateral Agent shall provide each Second Lien Collateral Agent and the Applicable Second Lien Representative reasonable prior notice of its initial material Collateral Enforcement Action. Each Second Lien Collateral Agent shall provide each First Lien Agent reasonable prior written notice of its initial material Collateral Enforcement Action. (d) enforce Each Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Credit Document shall be deemed to restrict in any way the rights and remedies of the First Lien Agents or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Credit Documents. (e) In connection with any Collateral Enforcement Action or, with respect to Obligations of any Non-US Loan Parties, Enforcement Action, each Secured Party and each Collateral Agent representing that Secured Party, solely as among themselves in such capacity and solely for their mutual benefit, hereby agree that (i) each First Lien Collateral Agent shall only take, direct or exercise remedies (other than initiating, any right or supporting any other Person (other than Administrative Agent) remedy with respect to the First Lien Collateral as set forth in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, the First Lien Intercreditor Agreement and (ii) as otherwise provided in Section 5.4 hereofeach Second Lien Collateral Agent shall only take, direct or exercise any right or remedy with respect to the Second Lien Collateral on the instructions of the Applicable Second Lien Representative.

Exercise of Rights and Remedies. a. So long as the Discharge of Senior Indebtedness this Agreement has not occurredbeen terminated pursuant to the provisions hereof, and regardless of whether or not the Credit Facility Secured Claims or the Indenture Secured Claims, respectively, has been accelerated or any Insolvency or Liquidation Proceeding or similar event or proceeding has been commenced by or is pendingagainst any Obligor: (a) subject to the terms of the Credit Facility Documents and this Agreement, the Administrative Collateral Agent and the other Senior Lenders shall have the exclusive right to exercise rights and remedies in respect of the Common Collateral under the Credit Facility Documents, applicable law or otherwise. In exercising such rights and remedies with respect to such Common Collateral, the Collateral Agent may enforce the provisions of the Credit Facility Documents and exercise remedies thereunder and under applicable law (or refrain from enforcing any such rights and exercising any such remedies), all in such order and in such manner as it may determine in the exercise of its discretion or as otherwise provided in the Credit Facility Documents. Subject to the provisions of Section 3.1(c) and Section 3.6 hereof, such exercise and enforcement shall include, without limitation, the rights of the Collateral Agent to sell, lease, license or otherwise dispose of all or any portion of the Common Collateral by private or public sale or any other means permissible under applicable law (such sale to be free and clear of the Trustee’s Liens and the Trustee agrees to execute any and all Lien releases requested by the Collateral Agent in connection therewith), to incur reasonable expenses in connection with such exercise and enforcement, and to exercise all the rights and remedies of a secured lender under the UCC and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction; (including any b) subject to the terms of the Indenture Documents and this Agreement, the Trustee shall have the right to exercise rights and remedies in respect of setoff or recoupment)the Common Collateral under the Indenture Documents, whether at applicable law or in equity, against the Credit Parties otherwise. In exercising such rights and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding remedies with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)Common Collateral, in each case, without any consultation with or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party Trustee may exercise rights against enforce the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) 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 provisions of the claims of a Subordinated Debt Party, in each case, to the extent not in contravention of the terms of this Agreement, and (B) enforce rights Indenture Documents and exercise remedies thereunder and under applicable law (other than initiatingor refrain from enforcing any such rights and exercising any such remedies), all in such order and in such manner as it may determine in the exercise of its discretion or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in the Indentures. Subject to the provisions of Section 5.4 3.1(c) and Section 3.6 hereof, such exercise and enforcement shall include, without limitation, the rights of the Trustee to sell, lease, license or otherwise dispose of all or any portion of the Common Collateral by private or public sale or any other means permissible under applicable law (such sale to be free and clear of the Collateral Agent’s Liens and the Collateral Agent agrees to execute any and all Lien releases requested by the Trustee in connection therewith), to incur reasonable expenses in connection with such exercise and enforcement, and to exercise all the rights and remedies of a secured lender under the UCC and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction; and (c) any money, property, securities or other direct or indirect distributions of any nature whatsoever received by the Collateral Agent or any other Credit Facility Secured Party or the Trustee resulting from the sale, disposition, or other realization upon or other exercise of remedies in respect of all or any part of the Common Collateral, in each case regardless of whether such money, property, securities or other distributions are received directly or indirectly during the pendency of or in connection with any Insolvency or Liquidation Proceeding or otherwise, shall be applied by the Collateral Agent, such Credit Facility Secured Party or the Trustee, as applicable, in accordance with Section 3.6. Until so applied, such payment or distribution shall be held in trust by such party as the property of the Secured Parties, segregated from other funds and property held by such party.

Exercise of Rights and Remedies. a. So Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties: (a) will not, so long as the Discharge of Senior Indebtedness First Lien Debt has not occurred, whether enforce or not any Insolvency Proceeding has been commenced exercise, or is pending, the Administrative Agent and the other Senior Lenders shall have the exclusive right seek to enforce all or exercise, any rights and to exercise all or remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and the notification of account debtors) with respect to any Collateral (including making determinations regarding the releaseenforcement of any right under any lockbox agreement, Disposition account control agreement, landlord waiver or restrictions bailee’s letter or any similar agreement or arrangement to which Second Lien Agent or any other Second Lien Secured Party is a party) or commence or join with respect to the Collateral)any Person (other than First Lien Agent) in commencing, or to commence or seek to commence filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action such enforcement or proceeding or any Insolvency Proceeding), exercise in each case, without any consultation with or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding); provided, that, subject at all times to the provisions of Section 5 of this Intercreditor Agreement, the Second Lien Agent may enforce or exercise any or all such rights and remedies, or commence or petition for any such action or proceeding, after a period ending two hundred and ten (210) days after the receipt by First Lien Agent of a Second Lien Default Notice from the Second Lien Agent (the “Standstill Period”); provided, that, as of the expiration of the Standstill Period, the applicable Second Lien Event of Default that was the subject of the Second Lien Default Notice received by the First Lien Agent which commenced the applicable Standstill Period remains uncured, unremedied or unwaived as of the expiration of the Standstill Period; provided, further, however, that, notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Second Lien Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence or petition for any such action or proceeding (including taking such enforcement or exercise in any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), if the First Lien Agent or any other First Lien Secured Party shall have commenced, prior to the expiration of the Standstill Period, a Lien Enforcement Action and shall be pursuing the same in good faith (including, without limitation, any of the following, if undertaken and pursued to consummate the sale of such Collateral within a commercially reasonable time: solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of the Collateral, the notification of account debtors to make payments to First Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of the Collateral or the commencement of any legal proceedings or actions against or with respect to all or any material portion of the Collateral); (b) will not contest, protest or object to any Lien Enforcement Action brought by First Lien Agent or any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Documents or otherwise, so long as the Liens of Second Lien Agent attach to the proceeds thereof subject to the relative priorities set forth in Section 2.2 and such actions or proceedings are being pursued in good faith; (c) will not object to the forbearance by First Lien Agent or the other First Lien Secured Parties from commencing or pursuing any Lien Enforcement Action or any other enforcement or exercise of any rights or remedies with respect to any of the Collateral; (d) will not, so long as the Discharge of First Lien Debt has not occurred and except for actions permitted under Section 4.1(a) above, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (iincluding any right of setoff) with respect to any Collateral or in connection with any insurance policy award or any condemnation award (or deed in lieu of condemnation), and any such payment or proceeds received in violation of the foregoing shall be applied in accordance with Section 5.1; (e) will not take any action that a Subordinated Debt would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the First Lien Documents, including any sale or other disposition of any Collateral, whether by foreclosure or otherwise and acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Document shall be deemed to restrict in any way the rights and remedies of First Lien Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Intercreditor Agreement and the First Lien Documents; (f) will not object to the manner in which First Lien Agent or any other First Lien Secured Party may (A) file seek to enforce or collect the First Lien Debt or the Liens of such First Lien Secured Party, regardless of whether any responsive action or defensive pleadings in opposition failure to act by or on behalf of First Lien Agent or any motionother First Lien Secured Party is, claimor could be, adversary proceeding or other pleading made by any Person objecting adverse to or otherwise seeking the disallowance interests of the claims of a Subordinated Debt PartySecond Lien Secured Parties, in each caseand will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (f); provided, that, at all times First Lien Agent is acting in good faith; and (g) will not in contravention attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any First Lien Debt or any Lien of First Lien Agent or this Intercreditor Agreement, or the validity or enforceability of the terms of priorities, rights or obligations established by this Intercreditor Agreement. Notwithstanding anything to the contrary set forth in this Section 3.1 or elsewhere in this Intercreditor Agreement, and (B) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) the Second Lien Secured Parties shall at any time during which such Subordinated Debt Party is all times be permitted to receive and retain take any Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereofSecond Lien Action against any Grantor.

Exercise of Rights and Remedies. a. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, the Administrative Agent Senior Lenders and the other Senior Lenders Beneficiaries (if any) shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against the Credit Parties and Obligors or the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), in each case, without any consultation with or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties Obligors solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and or to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and Obligors or the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Party, in each case, to the extent not in contravention of the terms of this Agreement, and (B) enforce rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agenta Senior Lender or any other Beneficiary) in initiating, an Insolvency Proceeding) against a Credit Party an Obligor (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereof.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or is pendingagainst any Grantor, the Administrative Second Lien Collateral Agent agrees, for itself and on behalf of the other Senior Lenders shall have the exclusive right to enforce all rights and Second Lien Secured Parties, that: (i) it will not (A) exercise or seek to exercise all any rights or remedies (including any right set-off or by notification of setoff or recoupment), whether at law or in equity, against the Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions account debtors) with respect to the any Second Lien Collateral), or to commence or seek to commence institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (B) contest, protest or object to any foreclosure proceeding or action brought by the First Lien Agent or any other First Lien Secured Party, or the exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which such Second Lien Agent or any other Second Lien Secured Party is a party, or any other exercise by any such party, of any rights and remedies relating to the Second Lien Collateral or otherwise, or (C) contest, protest or object to the forbearance by any First Lien Secured Party from bringing or pursuing any foreclosure proceeding or action or proceeding any other exercise of any rights or remedies relating to any Insolvency Proceeding)of the Second Lien Collateral, in each caseand (ii) the First Lien Agent and the other First Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Second Lien Collateral without any consultation with or the consent of any Subordinated Debt Second Lien Agent or any other Second Lien Secured Party, ; provided, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(ithat (A) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency or Liquidation Proceeding has been commenced by or is pendingagainst any Grantor, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right Second Lien Agent may file a claim or statement of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions interest with respect to the Collateral)Second Lien Debt, (B) any Second Lien Agent may send such notices of the existence of, or any evidence or confirmation of, the Second Lien Debt under the Second Lien Documents or the Liens of the Second Lien Collateral Agent in the Second Lien Collateral to commence any court or seek governmental agency, or file or record any such notice or evidence to commence the extent necessary to prove or preserve the Liens of the Second Lien Collateral Agent in the Second Lien Collateral, (C) any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party Second Lien Agent may (A) 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 a Subordinated Debt any Second Lien Secured Party, including any claims secured by the Second Lien Collateral, or otherwise make any agreements or file any motions pertaining to the Second Lien Debt, in each case, case to the extent not in contravention of inconsistent with the terms of this Agreement, and (BD) enforce the Second Lien Secured Parties may exercise rights and exercise remedies (other than initiating, or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted that may be exercised by unsecured creditor to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise the extent provided in Section 5.4 hereof and not otherwise inconsistent with the terms hereof, (E) any Second Lien Agent may commence legal proceedings against a Grantor (but not any of the Second Lien Collateral); provided, that, such legal proceeding does not interfere with the rights of First Lien Agent or any other First Lien Secured Party in and to the Second Lien Collateral or the First Lien Debt or the exercise by First Lien Agent or any other First Lien Secured Party of such rights or involve any contest or challenge to the validity, perfection, priority or enforceability of the Liens of First Lien Agent or any other First Lien Secured Party or of the First Lien Agent or any other First Lien Debt and in any event the Second Lien Collateral Agent may not enforce any judgment against any of the Second Lien Collateral; and (iii) the First Lien Agent and the other First Lien Secured Parties, in exercising rights and remedies with respect to the Second Lien Collateral, may enforce the provisions of the First Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion and such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Second Lien Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) Each Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that it will not take or receive any Second Lien Collateral or any proceeds of Second Lien Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Second Lien Collateral, unless and until the Discharge of First Lien Debt has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Debt has occurred, except as expressly provided in the proviso in Section 3.1(a) (ii) above, the sole right of the Second Lien Collateral Agent and the other Second Lien Secured Parties with respect to the Second Lien Collateral is to hold a Lien on the Second Lien Collateral pursuant to the Second Lien 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 the First Lien Debt has occurred. (c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that it will not take any action that would hinder any exercise of remedies undertaken by the First Lien Agent under the First Lien Documents, including any sale, lease, exchange, transfer or other disposition of the Second Lien Collateral, whether by foreclosure or otherwise, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby waives any and all rights it may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Agent or the other First Lien Secured Parties seek to enforce or collect the First Lien Debt or the Liens granted in any of the Second Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or the other First Lien Secured Parties is adverse to the interest of the Second Lien Secured Parties. (d) Each Second Lien Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Agreement shall be deemed to restrict in any way the rights and remedies of the First Lien Agent or the other First Lien Secured Parties with respect to the Second Lien Collateral as set forth in this Agreement and the First Lien Documents.

Exercise of Rights and Remedies. a. So long as the Discharge of Senior Indebtedness this Agreement has not occurredbeen terminated pursuant to the provisions hereof, and regardless of whether or not the Credit Facility Secured Claims or the Indenture Secured Claims, respectively, have been accelerated or any Insolvency or Liquidation Proceeding or similar event or proceeding has been commenced by or is pendingagainst any Obligor: (a) subject to the terms of the Credit Facility Documents and this Agreement, the Administrative Agent and the other Senior Lenders shall have the exclusive right to exercise rights and remedies in respect of the Common Collateral under the Credit Facility Documents, applicable law or otherwise. In exercising such rights and remedies with respect to such Common Collateral, the Administrative Agent may enforce the provisions of the Credit Facility Documents and exercise remedies thereunder and under applicable law (or refrain from enforcing any such rights and exercising any such remedies), all in such order and in such manner as it may determine in the exercise of its discretion or as otherwise provided in the Credit Facility Documents. Such exercise and enforcement shall include, without limitation, the rights of the Administrative Agent sell, lease, license or otherwise dispose of all or any portion of the Common Collateral by private or public sale or any other means permissible under applicable law (such sale to be free and clear of the Trustee’s Liens and the Trustee agrees to execute any and all Lien releases requested by the Administrative Agent in connection therewith), to incur reasonable expenses in connection with such exercise and enforcement, and to exercise all the rights and remedies of a secured lender under the UCC and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction; (including any b) subject to the terms of the Indenture Documents and this Agreement, the Trustee shall have the right to exercise rights and remedies in respect of setoff or recoupment)the Common Collateral under the Indenture Documents, whether at applicable law or in equity, against the Credit Parties otherwise. In exercising such rights and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding remedies with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding)Common Collateral, in each case, without any consultation with or the consent of any Subordinated Debt Party, provided, however, a Subordinated Debt Party Trustee may exercise rights against enforce the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced or is pending, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right of setoff or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may (A) 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 provisions of the claims of a Subordinated Debt Party, in each case, to the extent not in contravention of the terms of this Agreement, and (B) enforce rights Indenture Documents and exercise remedies thereunder and under applicable law (other than initiatingor refrain from enforcing any such rights and exercising any such remedies), all in such order and in such manner as it may determine in the exercise of its discretion or supporting any other Person (other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in the Indentures. Such exercise and enforcement shall include, without limitation, the rights of the Trustee to sell, lease, license or otherwise dispose of all or any portion of the Common Collateral by private or public sale or any other means permissible under applicable law (such sale to be free and clear of the Administrative Agent’s Liens and the Administrative Agent agrees to execute any and all Lien releases requested by the Trustee in connection therewith), to incur reasonable expenses in connection with such exercise and enforcement, and to exercise all the rights and remedies of a secured lender under the UCC and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction; and (c) any money, property, securities or other direct or indirect distributions of any nature whatsoever received by the Administrative Agent or any other Credit Facility Secured Party or the Trustee resulting from the sale, disposition, or other realization upon or other exercise of remedies in respect of all or any part of the Common Collateral, in each case regardless of whether such money, property, securities or other distributions are received directly or indirectly during the pendency of or in connection with any Insolvency or Liquidation Proceeding or otherwise, shall be applied by the Administrative Agent, such Credit Facility Secured Party or the Trustee, as applicable, in accordance with Section 5.4 hereof3.6. Until so applied, such payment or distribution shall be held in trust by such party as the property of the Secured Parties, segregated from other funds and property held by such party.

Exercise of Rights and Remedies. a. (a) So long as the Discharge of Senior Indebtedness First Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or is pendingcommenced, the Administrative First Priority Agent and the other Senior Lenders First Priority Secured Parties shall have the exclusive right to enforce all rights and to exercise all remedies (including any right of setoff or recoupment), whether at law or in equity, against setoff) with respect to the Credit Parties and the Shared Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Shared Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Priority Agent or any Subordinated Debt Partyother Second Priority Secured Party except as required pursuant to applicable law; provided that, providednotwithstanding the foregoing, however, a Subordinated Debt Party may exercise rights against the Credit Parties solely to the extent expressly permitted under Section 4.1(b)(i(i) and (ii) below. b. So long as the Discharge of Senior Indebtedness has not occurred, whether or not in any Insolvency Proceeding has been commenced or is pendingLiquidation Proceeding, no Subordinated Debt Party shall have any right to enforce any rights and to exercise any remedies (including any right the Second Priority Secured Parties may file a proof of setoff claim or recoupment), whether at law or in equity, against Credit Parties and the Collateral (including making determinations regarding the release, Disposition or restrictions statement of interest with respect to the Collateral)Second Priority Claims; (ii) the Second Priority Secured Parties may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), except (i) that a Subordinated Debt Party may be (A) materially adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies as secured creditors in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Priority Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of a Subordinated Debt Partythe Second Priority Secured Parties, including any claims secured by the Shared Collateral or otherwise make any agreements or file any motions pertaining to the Second Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in contravention Section 3.03(a); and (v) subject to Section 3.02(a), the Second Priority Agent and the other Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to any Shared Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Priority Permitted Actions”). Except for the Second Priority Permitted Actions, unless and until the Discharge of First Priority Claims has occurred, the sole right of the Second Priority Agent and the other Second Priority Secured Parties with respect to the Shared Collateral shall be to receive the proceeds of the Shared Collateral, if any, remaining after the Discharge of First Priority Claims has occurred and in accordance with the Second Priority Debt Documents and applicable law. (b) Notwithstanding anything in this Agreement to the contrary, upon and during the occurrence of a Triggering Event, the Second Priority Secured Parties may, at their sole expense and effort, direct the Second Priority Agent to give notice to the Company and the First Priority Agent, require the First Priority Secured Parties to transfer and assign to the Second Priority Secured Parties (other than the Second Priority Trustee and the Second Priority Agent), without warranty or representation or recourse (other than the representation or warranty that such First Priority Claims are being transferred without any Lien created by the First Priority Secured Parties), all (but not less than all) of the First Priority Claims and First Priority Security Documents (other than any fees that become due as a result of the prepayment of the notes, the loans and the other advances under, or early termination of, the First Priority Debt Agreement); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (y) the Second Priority Secured Parties shall have paid to the First Priority Agent, for the account of the First Priority Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees (other than any fees that become due as a result of the prepayment of the notes, the loans and other advances under, or early termination of, the First Priority Debt Agreement (such fees are referred to herein as “Termination Fees”)) plus all the other First Priority Claims then outstanding (which shall include, with respect to the aggregate face amount of the letters of credit outstanding under the First Priority Debt Agreement, an amount in cash as collateral equal to 105% thereof). In order to effectuate the foregoing, the First Priority Agent shall calculate, upon the written request of the Second Priority Agent (acting at the direction of the Second Priority Secured Parties) from time to time, the amount in cash that would be necessary so to purchase the First Priority Claims. If the right set forth in this Section 3.01(b) is exercised, (1) the parties shall endeavor to close promptly thereafter but in any event within ten Business Days of the notice set forth in the first sentence of this Section 3.01(b), (2) such purchase of the First Priority Claims shall be exercised pursuant to documentation mutually acceptable to each of the First Priority Agent and the Second Priority Agent (acting at the directions of the Second Priority Secured Parties), and (3) such First Priority Claims shall be purchased pro rata among the Second Priority Secured Parties (other than the Second Priority Trustee and the Second Priority Agent) giving written notice to the Second Priority Agent of their intent to exercise the purchase option hereunder according to such Second Priority Secured Parties’ portion of the Second Priority Claims outstanding on the date of purchase pursuant to this Section. When all letters of credit outstanding under the First Priority Debt Agreement have been cancelled with the consent of the beneficiary thereof, expired or have been fully drawn, any remaining cash collateral will be returned to the Second Priority Secured Parties that exercised their option to purchase (pro rata according to the amount of such First Priority Claims so purchased by such Second Priority Secured Parties). Notwithstanding anything to the contrary herein, if, at any time following the consummation of such transfer and assignment, the Second Priority Secured Parties recover any Termination Fees prior to the first anniversary of the date that such transfer and assignment is consummated, such Second Priority Secured Party shall turn over such fees to First Priority Secured Parties, but only after the principal due in respect of the Indebtedness then outstanding under the Second Priority Debt Agreement together with interest and fees due thereon and all First Priority Claims have been paid in full and prior to the payment of any fees that become due as a result of the prepayment of the Indebtedness then outstanding under the Second Priority Debt Agreement. (c) So long as the Discharge of First Priority Claims has occurred and the Discharge of Second Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Priority Agent and the other Second Priority Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Shared Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Shared Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of any Person that holds Excess Claims; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, any such Person may file a proof of claim or statement of interest with respect to the Excess Claims; (ii) any such Person may take any action to preserve or protect the validity and enforceability of the Liens that would have constituted First Priority Liens but for the fact that such Liens secure Excess Claims, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Second Priority Liens or the rights of the Second Priority Agent or any other Second Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, and including the automatic release of such Liens provided in Section 3.05; (Biii) enforce any such Person may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of such Person, including any claims secured by the Shared Collateral or otherwise make any agreements or file any motions pertaining to the Excess Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) any such Person may exercise rights and exercise remedies as unsecured creditors, as provided in Section 3.03(b) (the actions described in this proviso being referred to herein as the “Excess Claims Permitted Actions”). Except for the Excess Claims Permitted Actions, unless and until the Discharge of Second Priority Claims has occurred, the sole right of any Person holding Excess Claims with respect to the Shared Collateral shall be to receive the proceeds of the Shared Collateral, if any, remaining after the occurrence of the Discharge of First Priority Claims and the Discharge of the Second Priority Claims and in accordance with the agreements, instruments and other documents evidencing or governing the Excess Claims and applicable law. (d) The First Priority Agent, for itself and on behalf of the other First Priority Secured Parties hereby acknowledges and agrees that no covenant, agreement or restriction contained in any agreement, instrument or other document that evidences or governs any Excess Claims (other than initiating, the provisions of this Agreement that inure to the benefit of the First Priority Secured Parties) shall be deemed to restrict in any way the rights and remedies of the Second Priority Agent or supporting any the other Person (Second Priority Secured Parties with respect to the Shared Collateral as set forth in this Agreement and the other than Administrative Agent) in initiating, an Insolvency Proceeding) against a Credit Party (but not against Collateral) at any time during which such Subordinated Second Priority Debt Party is permitted to receive and retain Permitted Payments under Section 7.1 below, and (ii) as otherwise provided in Section 5.4 hereofDocuments.