Common use of Exercise of Rights and Remedies Clause in Contracts

Exercise of Rights and Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Sections 8.1 and 8.2 for the benefit of all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 4.6 (subject to the terms of Section 4.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Exercise of Rights and Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Sections Section 8.1 and 8.2 for the benefit of all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 4.6 (subject to the terms of Section 4.6), or (dc) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections Section 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (dc) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Exercise of Rights and Remedies. Notwithstanding anything to (a) So long as the contrary contained herein Discharge of First Lien Obligations has not occurred, whether or in not any other Loan DocumentInsolvency Proceeding has been commenced, the authority First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right to (i) commence and maintain any Enforcement Action (including rights to set-off or credit bid, except that Second Lien Collateral Agent shall have the credit bid rights set forth in Section 3.01(a)(v)), (ii) subject to Section 3.04, make determinations regarding the release or Disposition of, or restrictions with respect to, the Collateral, and (iii) otherwise enforce the rights and remedies hereunder and of a secured creditor under the UCC and Bankruptcy Laws of any applicable jurisdiction, so long as any proceeds received by the First Lien Collateral 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 relative priorities described in Section 2.01, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency Proceeding, the Second Lien Collateral Agent and any Second Lien Secured Party may file a proof of claim or statement of interest with respect to the 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 be, (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; (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 the 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 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 of this Agreement; and (vii) 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 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 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 against and applicable law. (b) In exercising rights and remedies with respect to the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively byCollateral, the Administrative 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; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed to the Second Lien Collateral Agent in accordance with Sections 8.1 the relative priorities described herein, subject to the UCC and 8.2 for other applicable law. Such exercise and enforcement shall include the benefit 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 Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. (c) The Second Lien Collateral 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 any Second Lien Security Instrument or any other Second Lien Loan Documents, (b) Document shall be deemed to restrict in any Issuing Lender or the Swingline Lender from exercising 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 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 Collateral 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 Obligations then outstanding under the First Lien Credit Agreement, (ii) the commencement of an Insolvency Proceeding, or (iii) a payment default with respect to any First Lien Obligations that inure to its benefit has not been cured or waived within 60 days after the occurrence thereof, the Second Lien Secured Parties may, at their sole expense and effort, upon notice within thirty (solely in its capacity as 30) days following such acceleration, passage of time following a payment default without cure or the commencement of an Issuing Lender or Swingline LenderInsolvency Proceeding, as the case may be, to the First Lien Collateral Agent and the Borrower, 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 in effect as of the date hereof)), all (but not less than all) hereunder 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 under (y) 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 of the First Lien Obligations plus all accrued and unpaid interest thereon plus all accrued and unpaid fees and expenses plus all the other Loan DocumentsFirst Lien Obligations then outstanding (which shall include, (c) any Lender from exercising setoff rights in accordance with Section 4.6 (subject respect to the terms of Section 4.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have aggregate face amount of the rights otherwise ascribed letters of credit outstanding under the First Lien Credit Agreement, an amount in cash equal to the Administrative Agent pursuant to Sections 8.1 and 8.2 105% thereof, and (ii) Lender Swap Agreements that constitute First Lien Obligations, 105% of the aggregate Credit Exposure). 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 addition cash that would be necessary so to purchase the First Lien Obligations. Each First Lien Secured Party will retain all rights to indemnification provided by the Borrower in the relevant First Lien Loan Documents for all claims and other amounts relating to periods prior to the matters set forth in clauses purchase of the First Lien Obligations pursuant to this Section 3.01. For the avoidance of doubt, the Second Lien Collateral Agent (bon behalf of itself and the other Second Lien Secured Parties) hereby acknowledges and agrees that (A) the obligations of the First Lien Secured Parties to sell their respective First Lien Obligations under this Section 3.01(d) are several and not joint and several, (B) to the extent any First Lien Secured Party breaches its obligation to sell its First Lien Obligations under this Section 3.01(d) (a “Defaulting First Lien Secured Party”), (cnothing in this Section 3.01(d) shall be deemed to require the First Lien Collateral Agent or any other First Lien Secured Party to purchase such Defaulting First Lien Secured Party’s First Lien Obligations for resale to the Second Lien Secured Parties and (dC) in all cases, the First Lien Collateral Agent and each First Lien Secured Party complying with the terms of this Section 3.01(d) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting First Lien Secured Party; provided that nothing in this last sentence of this Section 3.01(d) shall (x) require the Second Lien Secured Parties to purchase less than all of the preceding proviso and subject to Section 4.6, any Lender may, with First Lien Obligations or (y) prohibit the consent Second Lien Secured Parties from purchasing less than all of the Required LendersFirst Lien Obligations if a First Lien Secured Party becomes a Defaulting First Lien Secured Party. (e) In furtherance of the foregoing Section 3.01(d), enforce the First Lien Collateral Agent promptly upon obtaining knowledge thereof (and in any rights and remedies available event, within 3 Business Days) deliver notice to it and as authorized by the Required LendersSecond Lien Collateral Agent of any payment default with respect to the First Lien Obligations; provided that the First Lien Collateral Agent’s failure to give such notice under this Section 3.01(f) shall not create any claim or cause of action on the part of any Second Lien Secured Party against the First Lien Collateral Agent for any reason whatsoever.

Exercise of Rights and Remedies. Notwithstanding (a) The Purchasers covenant and agree that, until such time as the Lenders have been indefeasibly repaid in full in cash all of their respective interests in the Obligations (I.E., until Full Payment), without notice to or by the Purchasers and without affecting or impairing in any way the obligations or liability of the Purchasers hereunder, the Agent or any Lender may, from time to time, all in their sole discretion, as though the Sellers had not sold the Participation, exercise any right or remedy that the Agent or such Lender may have with respect to any or all of the Loans and other Obligations or any Collateral or other assets or property securing any or all of the Loans and other Obligations or any guaranty thereof, including, without limitation, judicial foreclosure, nonjudicial foreclosure, exercise of a power of sale, and taking a deed, assignment or transfer in lieu of foreclosure as to any such property and the Purchasers expressly waive any defense based upon the exercise of any such right or remedy, notwithstanding the effect thereof upon any of the Purchasers' rights, including, without limitation, any destruction of the Purchasers' right of subrogation against Borrower. (b) The Sellers hereby agree that notwithstanding anything to the contrary contained herein or in any other Loan Documentherein, the authority right of the Sellers to enforce rights and remedies hereunder and under exchange the other Term Loan Documents against for capital stock of Holdings (the Borrower "SHARES") pursuant to Section 5 of the Term Note shall be vested exclusively in, and all actions and proceedings at law exercisable by the Sellers only upon the written direction (the "EXCHANGE DIRECTION") of the Purchasers in connection with such enforcement shall be instituted and maintained exclusively bythe form attached hereto as Exhibit A. The Sellers further agree that upon receipt of the Exchange Direction, the Administrative Agent in accordance with Sections 8.1 and 8.2 for the benefit of all the Lenders and the Issuing Lenders; provided that the foregoing Sellers shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 4.6 (subject to the terms of Section 4.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then promptly (i) comply with the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 8.1 terms thereof and 8.2 of such Section 5 and (ii) designate that the Shares be issued in addition to the matters set forth in clauses (b), (c) and (d) name of the preceding proviso and subject to Section 4.6, any Lender may, with Person specified in the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required LendersExchange Direction.

Exercise of Rights and Remedies. Notwithstanding anything to the contrary contained herein (a) Whether or in not any other Loan DocumentInsolvency or Liquidation Proceeding has been commenced, the authority First Lien Collateral Agent and the other First Lien Secured Parties on the one hand and the Second Lien Collateral Agent and the Second Lien Secured Parties on the other hand shall each have their respective rights to enforce rights and exercise remedies hereunder (including any right of 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 other Second Lien Secured Party or the First Lien Collateral Agent or any other First Lien Secured Party, respectively; provided that no such action is, or could reasonably be expected to be, inconsistent with the terms of this Agreement. (b) In exercising rights and under remedies with respect to the Collateral, each Collateral Agent and the other Loan Secured Parties may enforce the provisions of their respective Lien Documents against 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 Borrower shall be vested exclusively inrights of an agent appointed by them to Dispose of Collateral upon foreclosure, and all actions and proceedings at law to incur expenses in connection with any such enforcement shall be instituted Disposition and maintained exclusively by, the Administrative Agent in accordance with Sections 8.1 and 8.2 for the benefit of to exercise all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Loan DocumentsBankruptcy Law, (b) any Issuing Lender provided that no such action is, or could reasonably be expected to be, inconsistent with the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, terms of this Agreement (c) Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agent or any Lender from exercising setoff rights in accordance with Section 4.6 (subject to other Second Lien Secured Party of the terms required regular payments of Section 4.6)principal, or (d) any Lender from filing proofs of claim or appearing premium, interest, fees and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and other amounts due under the other Loan Second Lien Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Exercise of Rights and Remedies. Notwithstanding anything to Upon the contrary contained herein or in any other Loan Documentoccurrence of an Event of Default, the authority to enforce Collateral Agent may exercise the rights and remedies hereunder and under the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Sections 8.1 and 8.2 for the benefit of all the Lenders and the Issuing Lenders; Collateral Agent provided that in this Agreement and in the foregoing shall not prohibit Collateral Agreements. Each of the Lenders hereby irrevocably constitutes and appoints the Collateral Agent and any officer or employee thereof, with full power of substitution, as its true and lawful attorney in fact with full power and authority in the name of such Lender or in the Collateral Agent’s own name, from time to time in the Collateral Agent’s discretion, so long as an Event of Default has occurred and is continuing, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement and the Collateral Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Lender hereby gives the Collateral Agent the power and rights on behalf of such Lender, upon the occurrence and continuance of an Event of Default (to the extent directed by the Required Lender) to do the following: (a) the Administrative Agent from exercising on its own behalf the rights to ask for, demand, xxx for, collect, receive and remedies that inure give acquittance for any and all moneys due or to its benefit (solely become due upon, or in its capacity as Administrative Agent) hereunder and under the other Loan Documentsconnection with, any Collateral; (b) to receive, take, endorse, assign and deliver any Issuing Lender and all checks, notes, drafts, acceptances, documents and other negotiable and non negotiable instruments taken or received by the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely Collateral Agent as, or in its capacity as an Issuing Lender or Swingline Lenderconnection with, as the case may be) hereunder and under the other Loan Documents, any Collateral; (c) to commence, prosecute, defend, settle, compromise or adjust any Lender from exercising setoff rights in accordance claim, suit, action or proceeding with Section 4.6 (subject to the terms of Section 4.6)respect to, or in connection with, any Collateral; (d) to sell, transfer, release, assign or otherwise deal in or with the Collateral or any Lender part thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof; (e) to institute and maintain such suits and proceedings as it may deem appropriate to protect and enforce the rights vested in it by this Agreement and each Collateral Document; (f) either after entry, or without entry, proceed by suit or suits at law or in equity to enforce such rights and to foreclose upon the Collateral and to sell all or, from filing proofs time to time, any of claim the Collateral under the judgment or appearing and filing pleadings on its own behalf during the pendency decree of a proceeding relative court of competent jurisdiction; and (g) to do, at its option and at the Borrower under any Debtor Relief Law; expense and providedfor the account of each Lender, further, that if at any time there is no Person acting as Administrative or from time to time, all acts and things which the Collateral Agent hereunder deems necessary to protect or preserve the Collateral and under to realize upon the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required LendersCollateral.

Exercise of Rights and Remedies. Notwithstanding anything to (a) So long as the contrary contained herein Discharge of First Lien Obligations has not occurred, whether or in not any other Loan DocumentInsolvency or Liquidation Proceeding has been commenced, the authority First Lien Agent and the other First Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies hereunder (including any right of 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 Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Agent may take any action to create, prove, preserve or protect the validity and under 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 Lien 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 the 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 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 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 (v) 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 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 against and applicable law. (b) In exercising rights and remedies with respect to the Borrower Collateral, the First Lien 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 be vested exclusively ininclude the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, and all actions and proceedings at law to incur expenses in connection with any such enforcement shall be instituted Disposition and maintained exclusively by, the Administrative Agent in accordance with Sections 8.1 and 8.2 for the benefit of to exercise all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Agent agrees to provide at least five days’ prior written notice to the Second Lien Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien 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 Documents, (b) Document shall be deemed to restrict in any Issuing Lender or the Swingline Lender from exercising way the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender of the First Lien Agent or Swingline Lender, as the case may be) hereunder and under the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 4.6 (subject to the terms of Section 4.6), or . (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative Notwithstanding anything in this Agreement to the Borrower under any Debtor Relief Law; and providedcontrary, further, that if at any time there is no Person acting as Administrative Agent hereunder and 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 within thirty (30) days following such acceleration to the First Lien Agent and the Borrower, 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 Loan DocumentsGovernmental Authority having jurisdiction, and (y) the Second Lien Secured Parties shall have paid to the First Lien Agent, for the account of the First Lien 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 plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the Required Lenders shall have aggregate face amount of the rights otherwise ascribed letters of credit outstanding under the First Lien Credit Agreement, an amount in cash equal to the Administrative Agent pursuant to Sections 8.1 and 8.2 105% thereof, and (ii) in addition to the matters set forth in clauses (b)Hedging Agreements that constitute First Lien Obligations, (c) and (d) 100% of the preceding proviso and subject aggregate amount of such First Lien Obligations (giving effect to Section 4.6any 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, any Lender maythe First Lien Agent shall calculate, with upon the consent written request of the Required LendersSecond Lien Agent from time to time, enforce any rights and remedies available the amount in cash that would be necessary so to it and as authorized by purchase the Required LendersFirst Lien Obligations.

Exercise of Rights and Remedies. Notwithstanding anything to So long as the contrary contained herein Discharge of First Lien Obligations has not occurred, whether or in not any other Loan DocumentInsolvency or Liquidation Proceeding has been commenced, the authority First Lien Administrative Agent and the other First Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies hereunder and under (including any right of setoff) with respect to the other Loan Documents against Collateral (including making determinations regarding the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Sections 8.1 and 8.2 for the benefit of all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 4.6 release (subject to the terms of Section 4.614.3(c)), 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 (d) including any Lender from filing proofs of claim foreclosure action or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under or any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (bInsolvency or Liquidation Proceeding), (c) and (d) of the preceding proviso and subject to Section 4.6in each case, without any Lender may, consultation with or the consent of the Required LendersSecond Lien Administrative Agent or any other Second Lien Secured Party; provided that, enforce notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Administrative Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Administrative 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 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 Section 14, including the automatic release of Second Priority Liens provided in Section 14.3(c)); (iii) the Second Lien Secured Parties may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the 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 inconsistent with the terms of this Section 14; (iv) the Second Lien Secured Parties may exercise rights and remedies available as unsecured creditors, as provided in Section 14.3(b); and (v) subject to it Section 14.3(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 this proviso being referred to herein as authorized by the Required Lenders"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 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 Loan Documents and applicable law.

Exercise of Rights and Remedies. Notwithstanding anything Irrespective of any other agreement or arrangement, as to such Collateral of the Company, and/or the Guarantors and so long as the CIT Financing Agreement remains in effect, the Agent and the Lenders shall have the exclusive right to carry out the provisions of the CIT Financing Agreement and to enforce and collect any loans, advances, or the Agent Obligations secured thereby and to exercise and enforce all rights and privileges accruing to the contrary contained herein or in Agent by reason of said the CIT Financing Agreement and any other Loan Documentagreements, security, guarantees or claims given to the Agent in connection therewith, all in the Agent's sole discretion and in the exercise of its sole business judgment. This includes more specifically, without limitation, the authority rights: to enforce rights make overadvances in its sole discretion, to effect collection of all open Accounts and remedies hereunder to settle and under adjust the other Loan Documents against amounts due thereon directly with the Borrower shall customers, to sell or otherwise dispose of Inventory, all in a manner which the Agent deems to be vested exclusively innecessary in its sole discretion, and to incur expenses in relation to the foregoing; all as may be necessary in the Agent's sole discretion, and all actions as more fully provided in the CIT Financing Agreement and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Sections 8.1 and 8.2 for the benefit of to exercise all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and of a secured lender under the other Loan DocumentsUniform Commercial Code of the State of Texas. In exercising its rights as aforesaid, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline LenderAgent agrees that, except as the case Agent and the Required Lenders may be) hereunder and under otherwise agree from time to time in their sole discretion, it shall handle all transactions relating to the other Loan Documents, (c) any Lender from exercising setoff rights Collateral in accordance with Section 4.6 (subject its usual practices in the ordinary course of its business and shall adhere to the terms same standards of Section 4.6)conduct as would be the case if there were no subordinate liens. Senior Subordinated Lender agrees that, so long as the Company, or (d) any one of them, and/or the Guarantors may be indebted or obligated to the Agent and/or the Lenders in any manner whatsoever under the CIT Financing Agreement or otherwise, Senior Subordinated Lender from filing proofs of claim or appearing and filing pleadings shall not seek to foreclose on its own behalf during junior security interest in or exercise any rights or assert any claims with respect to any Collateral, including without limitation all Accounts, Inventory, Equipment, Documents of Title, General Intangibles and/or Subsidiary Stock of the pendency Company and/or the Guarantors, nor shall Senior Subordinated Lender take any action, nor institute any proceedings with respect thereto or the Real Estate, except as may be reasonably necessary to protect its junior lien thereon in accordance with the terms hereof (for example - filing of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (bproof of claim), (c) and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Exercise of Rights and Remedies. (a) So long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the First Priority Agent and the other First Priority Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of 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 or Liquidation Sale), in each case, without any consultation with or the consent of the Second Priority Agent or any 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 Documents 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, in accordance with the First Priority Debt Documents and applicable law. 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 and in accordance with the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Priority Agent agrees that any Disposition of any Collateral shall be conducted in accordance with applicable 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. (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, upon and during the occurrence of a Triggering Event, the Second Priority Secured Parties may, at their sole expense and effort, upon notice from the Second Priority Agent 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 and First Priority Security Documents; 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 loans and other advances under, or early termination of, the First Priority Debt 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, and (ii) each agreement that evidence any Bank Product 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 to purchase the First Priority Claims. If the right set forth in this Section 3.01(d) is exercised, (1) 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), (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, and (3) such purchase of the First Priority Claims shall be made on a pro rata basis among the Second Priority Secured Parties giving notice to the Second Priority Agent of their intent to exercise the purchase option under this Section 3.01(d) according to such Second Priority Secured Parties' portion of the Second Priority Claims outstanding on the date of such purchase. Notwithstanding anything to the contrary contained herein 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 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 any principal amount of the Second Priority Claims in any other Loan Documentexcess of the Maximum Second Priority Indebtedness Amount), the authority Second Priority Secured Parties 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 received. In the event that any one or more of the Second Priority Secured Parties exercises the purchase option set forth in this Section 3.01 (d) (the "PURCHASE OPTION"), (A) the First Priority Agent shall have the right, but not the obligation, to immediately resign under the First Lien Debt Documents upon the closing of such purchase, (B) the purchasing Second Priority Secured Parties shall have the right, but not the obligation, to require the First Priority Agent to immediately resign under the First Lien Debt Documents upon the closing of such purchase, and (C) the First Priority Agent shall take such action with respect to the Collateral in an Insolvency or Liquidation Proceeding as may be reasonably requested in good faith and in writing by the Second Priority Agent (on behalf of the purchasing Second Priority Secured Parties) until the closing of such purchase (but in no event later than 10 Business Days after the delivery of notice set forth in the first sentence of this Section 3.01(d)); PROVIDED, HOWEVER, (1) if First Priority Agent so requests, it shall first be indemnified to its reasonable satisfaction from the Second Priority Agent and the purchasing Second Priority Secured Parties against any and all liability, loss and expense that may be incurred by it by reason of taking or continuing to take, or refraining from taking, any such action, (2) First Priority Agent shall not be required to take any action that, in the determination of First Priority Agent, is not permitted under the First Priority Debt Documents or applicable law or will result in liability to First Priority Agent or any of the First Priority Secured Parties, (3) unless and until First Priority Agent has received any such written request or indemnification, the First Priority Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Insolvency or Liquidation Proceeding as it shall deem advisable or as the First Priority Secured Parties shall so direct, and (4) the First Priority Agent shall have the right, but not the obligation, to appoint the Second Priority Agent or any purchasing Second Priority Secured Party, as its agent for the purposes of taking any action requested by the Second Priority Agent pursuant to this clause (C). For the avoidance of doubt, the First Priority Agent hereby agrees, for itself and on behalf of the other First Priority Secured Parties, that the First Priority Secured Parties will not agree to any amendment or other modification of any provision of the First Priority Debt Documents (including, but not limited to, Section 13.1 of the Credit Agreement) that would prohibit, limit or otherwise restrict the right of the Second Priority Secured Parties from exercising the Purchase Option. (e) 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 or Liquidation Sale, the Second Priority Agent and the other Second Priority Secured Parties shall have the exclusive right to enforce rights and exercise remedies hereunder (including any right of 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 or Liquidation Sale), 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 under 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, 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 such 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 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) (theactions 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 (PROVIDED that the principal amount of the Second Priority Claims shall be limited 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. (f) In exercising rights and remedies with respect to the Collateral, the Second Priority Agent and the other Loan Second Priority Secured Parties may enforce the provisions of the Second Priority Debt Documents against 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 Borrower shall be vested exclusively inextent that such enforcement or exercise is not otherwise prohibited by clauses (a) through (d) of this Section 3.01. Such exercise and enforcement shall, and all actions and proceedings at law 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 enforcement shall be instituted Disposition and maintained exclusively by, the Administrative Agent in accordance with Sections 8.1 and 8.2 for the benefit of to exercise all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf 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) 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 the provisions of this Agreement that inure to its the benefit (solely of the First Priority Secured Parties) shall be deemed to restrict in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising way the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender of the Second Priority Agent or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance Second Priority Secured Parties with Section 4.6 (subject respect to the terms of Section 4.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting Collateral as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) this Agreement and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersother Second Priority Debt Documents.

Exercise of Rights and Remedies. Notwithstanding anything (a) Subject to Section 3.02(a), so long as the contrary contained herein Discharge of First Lien Obligations has not occurred, whether or in not any other Loan DocumentInsolvency Proceeding has been commenced, the authority First Lien Administrative Agent and the other First Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies hereunder and under (including any right of setoff) with respect to the other Loan Documents against Collateral (including making determinations regarding the Borrower shall be vested exclusively inDisposition (and, and all actions and proceedings at law 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 enforcement shall be instituted and maintained exclusively byrights 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 Administrative Agent in accordance with Sections 8.1 and 8.2 for the benefit of all the Lenders and the Issuing Lendersor any other Second Lien Secured Party; provided that the foregoing interests of the Second Lien Secured Parties shall not prohibit (a) attach to the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documentsproceeds thereof, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 4.6 (subject to the terms relative priorities described in Section 2.01; provided further, that, notwithstanding the foregoing, (i) in any Insolvency Proceeding, the Second Lien Administrative Agent and any Second Lien Secured Party may file a proof of Section 4.6)claim or statement of interest with respect to the 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, (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 (dB) any Lender from filing proofs otherwise inconsistent with the terms of claim or appearing and filing pleadings on its own behalf during this Agreement, including the pendency automatic release of a proceeding relative to the Borrower under any Debtor Relief LawSecond Priority Liens provided in Section 3.04; and provided, further, that if 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 the 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 to the extent not 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 time there is no Person acting 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 Administrative Agent hereunder and under 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 Administrative 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, then as applicable, and (iB) receive the Required Lenders 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 Administrative 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 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 and absolute discretion. Such exercise and enforcement shall have include the rights otherwise ascribed 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. Unless an Insolvency Proceeding has commenced and is continuing, the First Lien Administrative Agent agrees to provide at least five days’ prior written notice to the Second Lien Administrative Agent pursuant of its intention to Sections 8.1 foreclose upon or Dispose of any Collateral. (c) The Second Lien Administrative Agent, for itself and 8.2 on behalf of the other Second Lien Secured Parties, hereby acknowledges and (ii) agrees that no covenant, agreement or restriction contained in addition any Second Lien Collateral Document or any other Second Lien Loan Document before the Discharge of First Lien Obligations, shall be deemed to restrict in any way the rights and remedies of the First Lien Administrative Agent or the other First Lien Secured Parties with respect to the matters Collateral as set forth in clauses (b), (c) this Agreement and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersother First Lien Loan Documents.

Exercise of Rights and Remedies. Notwithstanding anything to (a) So long as the contrary contained herein Discharge of First Lien Obligations has not occurred, whether or in not any other Loan DocumentInsolvency or Liquidation Proceeding has been commenced by or against any Grantor, the authority First Lien Administrative Agent and the other First Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies hereunder (including any right of setoff) with respect to any of the Collateral (including any foreclosure action or proceeding), in each case, with notice to the Second Lien Administrative Agent as set forth in clause (b) below but without any consultation with or the consent of the Second Lien Administrative Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Administrative Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Administrative Agent may take any action not otherwise in conflict with this Agreement to preserve or protect the validity and under enforceability of the Second Priority Liens; (iii) the Second Lien Secured Parties may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the 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 inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies that may be exercised by unsecured creditors except to the extent in conflict with Article VI; (v) the Lien securing the Second Lien Obligations shall remain on and attach to any proceeds of Collateral released or disposed of in accordance with this Agreement subject to the relative priorities described in Article II; and (vi) subject to Section 3.02, the Second Lien Administrative Agent and the other Loan Documents against Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Borrower 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 Administrative Agent and the other Second Lien Secured Parties with respect to the Collateral shall be vested exclusively into receive a share of the proceeds of the Collateral, if any, in accordance with the Second Lien Credit Documents and applicable law, after the Discharge of First Lien Obligations has occurred. (b) In exercising rights and remedies with respect to any of the Collateral, the First Lien Administrative Agent and the other First Lien Secured Parties may enforce the provisions of the First Lien Credit Documents and exercise remedies thereunder, all actions in such order and proceedings at law 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 reasonable 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. Unless an Insolvency and Liquidation Proceeding has commenced and is continuing, the First Lien Administrative Agent agrees to provide at least ten days' prior written notice to the Second Lien Administrative Agent of its intention to enforce its rights or exercise remedies (including any right of setoff) with respect to the Collateral, prior to any such enforcement shall be instituted and maintained exclusively byor exercise. In the event that during such ten day period, the Second Lien Administrative Agent in accordance with Sections 8.1 and 8.2 for shall send to the benefit First Lien Secured Parties the irrevocable notice of all the Lenders and Purchasing Parties' intention to exercise their purchase option pursuant to Section 7.05(a), the Issuing LendersFirst Lien Administrative Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Collateral; provided that the foregoing purchase and sale with respect to the First Lien Obligations provided for in Section 7.05 shall not prohibit (a) have closed within ten Business Days thereafter and the First Lien Administrative Agent from exercising shall have received payment in full of the purchase price and any cash collateral as provided for herein within such ten Business Day period. (c) The Second Lien Administrative Agent, for itself and on its own 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 (other than this Agreement) shall be deemed to restrict in any way the rights and remedies that inure to its benefit (solely in its capacity as of the First Lien Administrative Agent) hereunder and under Agent or the other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance First Lien Secured Parties with Section 4.6 (subject respect to the terms of Section 4.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting Collateral as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) this Agreement and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required LendersFirst Lien Credit Documents.

Exercise of Rights and Remedies. Notwithstanding anything claims given to CIT in connection therewith, all in CIT's sole discretion and in the exercise of its sole business judgment. This includes more specifically, without limitation, the rights to make overadvances in its sole discretion, to effect collection of all open Accounts and to settle and adjust the amounts due thereon directly with the customers, to sell or otherwise dispose of Inventory, all in a manner which CIT deems to be necessary in CIT's sole discretion, and to incur expenses in relation to the contrary contained herein or foregoing; all as may be necessary in any other Loan DocumentCIT's sole discretion, all as more fully provided in the authority CIT Financing Agreement and to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower shall be vested exclusively in, and exercise all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Sections 8.1 and 8.2 for the benefit of all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and of a secured lender under the other Loan DocumentsUniform Commercial Code of the State of New York. In exercising its rights as aforesaid, (b) any Issuing Lender or CIT agrees that it shall handle all transactions relating to the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights Collateral in accordance with Section 4.6 (subject its usual practices in the ordinary course of its business and shall adhere to the terms same standards of Section 4.6)conduct as would be the case if there were no subordinate liens. JUNIOR LIENHOLDER agrees that, so long as the Company may be indebted or (d) obligated to CIT in any Lender from filing proofs manner whatsoever under the CIT Financing Agreement or otherwise, JUNIOR LIENHOLDER shall not exercise any rights or assert any claims with respect to any Collateral, including without limitation all Accounts, Inventory, Equipment, Documents of claim or appearing and filing pleadings Title, and/or General Intangibles of the Company nor shall JUNIOR LIENHOLDER seek to foreclose on its own behalf during the pendency junior security interest in any of a proceeding relative to the Borrower under such Collateral, nor take any Debtor Relief Law; and action, nor institute any proceedings with respect thereto, provided, furtherhowever, that if at any time there is no Person acting JUNIOR LIENHOLDER shall be entitled to enforce all of its other rights against the Company as Administrative Agent hereunder permitted by law, including seeking, obtaining, entering and under enforcing a judgment against the other Loan Documents, then (i) Company solely without reliance on its perfected security interest in the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required LendersCollateral.

Exercise of Rights and Remedies. Notwithstanding anything to (a) The Collateral Agent shall administer the contrary contained herein or Collateral in any the manner contemplated by this Agreement and the other Loan DocumentTransaction Documents, and exercise, but, only upon the written instruction of, and on behalf of, the authority to enforce Required Holders in accordance with this Agreement, such rights and remedies hereunder with respect to the Collateral as are granted to it under this Agreement and applicable law. (b) Upon the request of the Collateral Agent or any other Investor, each Investor will provide the Collateral Agent and each other Investor notice of the amount of outstanding Liabilities owed by the Company to such Investor under the Transaction Documents. In addition, each Investor shall provide the Collateral Agent any other Loan Documents against information that the Borrower Collateral Agent may reasonably request in connection with the Collateral Agent’s duties and responsibilities hereunder. (c) The Collateral Agent shall be vested exclusively in, take any and all actions and proceedings at law in connection with shall exercise such enforcement rights, remedies and options which it may have under this Agreement and the other Transaction Documents as and to the extent directed from time to time by the Required Holders, including realization and foreclosure on all or any portion of the Collateral. (d) In the Event of Default, the proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof pursuant to this Agreement shall be instituted and maintained exclusively bygoverned by this Section 14.2(d). Any non-cash proceeds resulting from any such sale, disposition or other realization or foreclosure shall, unless otherwise directed by the Administrative Required Holders, be held by the Collateral Agent in accordance with Sections 8.1 and 8.2 for the benefit of all the Lenders Investors until later sold or otherwise converted into cash at the written direction of the Required Holders, at which time the Collateral Agent shall apply such cash in accordance with this Section 14.2(d). The Collateral Agent shall distribute any cash proceeds net of expenses resulting from any sale, disposition or other realization or foreclosure of the Collateral to the Investors, promptly after receipt thereof, on a pro rata basis in accordance with the respective outstanding amounts of the Liabilities owed to each. (e) The Investors and the Issuing Lenders; provided Collateral Agent hereby agree that if, at any time during the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documentsterm of this Agreement, (b) any Issuing Lender Investor or the Swingline Lender Collateral Agent receives any payment or distribution of assets of the Company of any kind or character, including monies or cash proceeds resulting from exercising liquidation of the rights Collateral, other than in accordance with the terms of this Agreement, such Investor or the Collateral Agent shall hold such payment or distribution in trust for the benefit of the Investors and remedies that inure shall immediately remit such payment or distribution to its benefit (solely in its capacity as an Issuing Lender the Collateral Agent for application or Swingline Lenderdistribution, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 4.6 (subject to the terms of Section 4.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersthis Agreement.

Exercise of Rights and Remedies. Notwithstanding anything to (a) So long as the contrary contained herein Discharge of First Lien Indebtedness has not occurred, whether or in not any other Loan DocumentInsolvency or Liquidation Proceeding has been commenced, the authority First Lien Administrative Agent and the other First Lien Secured Parties shall have the right to enforce rights and exercise remedies hereunder (including any right of setoff) 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 Administrative Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Administrative Agent may file a proof of claim or statement of interest with respect to the Second Lien Indebtedness; (ii) the Second Lien Administrative Agent may take any action to preserve or protect the validity and under enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, inconsistent with the terms of this Agreement; (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 the 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 Indebtedness, in each case, to the extent not 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 3.3; and (v) subject to Section 3.2(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 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 Indebtedness has occurred, the sole right of the Second Lien Administrative 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 Indebtedness has occurred and in accordance with the Second Lien Loan Documents against and applicable law. (b) Subject to Section 7.3, in exercising rights and remedies with respect to the Borrower 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 be vested exclusively ininclude the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, and all actions and proceedings at law to incur expenses in connection with any such enforcement shall be instituted Disposition and maintained exclusively by, the Administrative Agent in accordance with Sections 8.1 and 8.2 for the benefit of to exercise all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure Bankruptcy Law. The First Lien Administrative Agent agrees to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 4.6 (subject provide at least 10 days’ prior written notice to the terms of Section 4.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Second Lien Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed of its intention to the Administrative Agent pursuant to Sections 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) foreclose upon or Dispose of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required LendersCollateral.

Exercise of Rights and Remedies. Notwithstanding anything to (a) The Collateral Agent shall administer the contrary contained herein or Collateral in any the manner contemplated by this Agreement and the other Loan DocumentTransaction Documents, and exercise, but, only upon the written instruction of, and on behalf of, the authority to enforce Required Holders in accordance with this Agreement, such rights and remedies hereunder with respect to the Collateral as are granted to it under this Agreement and applicable law. (b) Upon the request of the Collateral Agent or any other Investor, each Investor will provide the Collateral Agent and each other Investor notice of the amount of outstanding Liabilities owed by the Company to such Investor under the Transaction Documents. In addition, each Investor shall provide the Collateral Agent any other Loan Documents against information that the Borrower Collateral Agent may reasonably request in connection with the Collateral Agent’s duties and responsibilities hereunder. (c) The Collateral Agent shall be vested exclusively in, take any and all actions and proceedings at law in connection with shall exercise such enforcement rights, remedies and options which it may have under this Agreement and the Transaction Documents as and to the extent directed from time to time by the Required Holders, including realization and foreclosure on all or any portion of the Collateral. (d) The proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof pursuant to this Agreement shall be instituted and maintained exclusively bygoverned by this Section 14.2(d). Any non-cash proceeds resulting from any such sale, disposition or other realization or foreclosure shall, unless otherwise directed by the Administrative Required Holders, be held by the Collateral Agent in accordance with Sections 8.1 and 8.2 for the benefit of all the Lenders Investors until later sold or otherwise converted into cash at the written direction of the Required Holders, at which time the Collateral Agent shall apply such cash in accordance with this Section 14.2(d). The Collateral Agent shall distribute any cash proceeds net of expenses resulting from any sale, disposition or other realization or foreclosure of the Collateral to the Investors, promptly after receipt thereof, on a pro rata basis in accordance with the respective outstanding amounts of the Liabilities owed to each. (e) The Investors and the Issuing Lenders; provided Collateral Agent hereby agree that if, at any time during the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documentsterm of this Agreement, (b) any Issuing Lender Investor or the Swingline Lender Collateral Agent receives any payment or distribution of assets of the Company of any kind or character, including monies or cash proceeds resulting from exercising liquidation of the rights Collateral, other than in accordance with the terms of this Agreement, such Investor or the Collateral Agent shall hold such payment or distribution in trust for the benefit of the Investors and remedies that inure shall immediately remit such payment or distribution to its benefit (solely in its capacity as an Issuing Lender the Collateral Agent for application or Swingline Lenderdistribution, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 4.6 (subject to the terms of Section 4.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Sections 8.1 and 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersthis Agreement.